Exhibit 10.1


 


DATED                              2016


 


(1) VISLINK PLC 


 


(2) VISLINK INTERNATIONAL LIMITED


 


(3) VISLINK INC


 


and


 


(4) XG TECHNOLOGY, INC.


  


	
         

        AGREEMENT

        for sale and purchase of the business
        of the Sellers

        operating under the name

        Vislink Communication Systems 

         



 






     


     


    

 


CONTENTS


 





	Clause	 	Page
	 	 	 
	1	INTERPRETATION	1
	 	 	 
	2	SALE OF THE BUSINESS AND THE ASSETS	12
	 	 	 
	3	EXCLUDED ITEMS	12
	 	 	 
	4	CONDITIONS	13
	 	 	 
	5	CONSIDERATION	13
	 	 	 
	6	POSITION PENDING COMPLETION	14
	 	 	 
	7	COMPLETION	14
	 	 	 
	8	WARRANTIES	15
	 	 	 
	9	LIMITATIONS OF SELLERS' LIABILITY	16
	 	 	 
	10	BUYER'S WARRANTIES AND UNDERTAKINGS	16
	 	 	 
	11	GUARANTEE	16
	 	 	 
	12	EFFECT OF TERMINATION	18
	 	 	 
	13	RISK AND TITLE	18
	 	 	 
	14	POSITION AFTER COMPLETION	18
	 	 	 
	15	TRADE DEBTS AND TRADE CREDITORS	19
	 	 	 
	16	PROTECTION OF GOODWILL	19
	 	 	 
	17	CONFIDENTIAL INFORMATION	20
	 	 	 
	18	EMPLOYEES	21
	 	 	 
	19	SHARE INCENTIVES	23
	 	 	 
	20	US EMPLOYEE BENEFITS	24
	 	 	 
	21	APPORTIONMENTS	25
	 	 	 
	22	BUSINESS CONTRACTS	26
	 	 	 
	23	VALUE ADDED TAX	26
	 	 	 
	24	ACCESS TO INFORMATION	27
	 	 	 
	25	ANNOUNCEMENTS	27
	 	 	 
	26	NOTICES	28




 




     


     


    

 





	27	ENTIRE AGREEMENT	28
	 	 	 
	28	FURTHER ASSURANCE	29
	 	 	 
	29	INVALIDITY	29
	 	 	 
	30	EFFECT OF COMPLETION	29
	 	 	 
	31	WAIVER	29
	 	 	 
	32	COSTS	29
	 	 	 
	35	ASSIGNMENT	29
	 	 	 
	36	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	30
	 	 	 
	37	COUNTERPARTS	30
	 	 	 
	38	LAW AND JURISDICTION AND SERVICE OF PROCESS	30
	 	 	 
	39	SERVICE OF PROCESS	30
	 	 	 
	SCHEDULE 1	31
	 	 	 
	 	PART 1UK BUSINESS ASSETS AND PURCHASE PRICE	31
	 	 	 
	 	PART 2US BUSINESS ASSETS AND PURCHASE PRICE	31
	 	 	 
	SCHEDULE 2 - THE EMPLOYEES	32
	 	 
	SCHEDULE 3 - WARRANTIES	36
	 	 
	SCHEDULE 4 - LIMITATIONS ON SELLERS' LIABILITY	42
	 	 
	SCHEDULE 5 - THE BUYER'S WARRANTIES	47
	 	 
	SCHEDULE 6 - FINANCE AGREEMENTS	48
	 	 	 
	 	PART 1– UK (COLCHESTER)	48
	 	 	 
	 	PART 2 – US	48
	 	 	 
	SCHEDULE 7 - MOTOR VEHICLES	49
	 	 
	SCHEDULE 8 - INTELLECTUAL PROPERTY RIGHTS	50
	 	 	 
	 	PART 1	50
	 	 	 
	 	PART 2: - IP LICENCES	51
	 	 	 
	 	PART 3 - IT CONTRACTS	52
	 	 	 
	SCHEDULE 9 - PROPERTY	54
	 	 	 
	 	PART 1 - DETAILED PROPERTY PROVISIONS – ENGLISH PROPERTY	54
	 	 	 
	 	Part 2 - DETAILED PROPERTY PROVISIONS - U.S. PROPERTY	68
	 	 	 
	 	Part 3 - DETAILED PROPERTY PROVISIONS - DUBAI PROPERTY	75
	 	 	 
	 	Part 4 - DETAILED PROPERTY PROVISIONS - SINGAPORE PROPERTY	85




 




     


     


    

 





	 	PART 5 - THE PROPERTIES	95
	 	 	 
	SCHEDULE 10 - SUPPLIER CONTRACTS	96
	 	 
	SCHEDULE 11 - CUSTOMER CONTRACTS	97
	 	 
	SCHEDULE 12 - POSITION PENDING COMPLETION	99
	 	 
	SCHEDULE 13 - TO BE DELIVERED BY SELLERS AT COMPLETION	101
	 	 
	SCHEDULE 14	102
	 	 
	SCHEDULE 15 - ASSUMED LIABILITIES	104




 


Agreed form documents 


 


		1.	Disclosure Letter



 


		2.	Power of attorney



 


		3.	Lease assignments/licences to occupy



 


		4.	Deed of acknowledgement/waiver of intra group indebtedness



 


		5.	Transitional Services Agreement



 


		6.	IP assignments of the Intellectual Property Rights



 




     


     


    

 


	THIS AGREEMENT is made on 	16 December 2016


 


BETWEEN:-


 


		(1)	VISLINK PLC (incorporated in England and Wales with company number 04082188) whose registered
office is at Marlborough House, Charnham Lane, Hungerford, Berkshire, RG17 0EY ("Guarantor"); 



 


		(2)	VISLINK INTERNATIONAL LIMITED (incorporated in England and Wales with company number 02074604)
whose registered office is at Marlborough House, Charnham Lane, Hungerford, Berkshire, RG17 0EY (the "UK Seller");



 


		(3)	VISLINK INC (incorporated in the state of Delaware USA with registered number 061165211)
whose registered office is at 300 Delaware Avenue, 9th Floor DE5403, Wilmington, Delaware, USA (the "US Seller")
(the UK Seller and the US Seller together, the "Sellers"); and



 


		(4)	XG TECHNOLOGY, INC. (incorporated in the state of Delaware USA with registered number 3562449)
whose registered office is at 240 South Pineapple Avenue, Suite 701, Sarasota, FL 34236, United States of America (the "Buyer").



 


IT IS AGREED as follows:-


 


		1.	Interpretation



 


		1.1	In this Agreement the following words and expressions have the following meanings:-



 


	"Accounts"	the consolidated audited balance sheet of the Sellers' Group, the consolidated audited profit and loss account of the Sellers' Group and the consolidated audited cash flow statement of the Sellers' Group for the financial period ended on, the Accounts Date, together with a summary of significant accounting policies and other explanatory notes, independent auditors report, director's report and all other documents or reports or statements annexed thereto or incorporated therein
	 	 
	"Accounts Date"	31 December 2015
	 	 
	"Act"	the Companies Act 2006
	 	 
	"Assets"	all the property, undertaking, rights and assets of the Business agreed to be sold and purchased under this Agreement, details of which are set out in Clause 2
	 	 
	"Associated Company"	in relation to any company, any subsidiary, subsidiary undertaking or holding company or parent undertaking of such company, and any subsidiary or subsidiary undertaking of any such holding company for the time being
	 	 
	"Assumed Liabilities"	all Trade Creditor liabilities incurred during the 30 day period prior to the Transfer Date and as more specifically set out in Schedule 15
	 	 
	"Business"	the business of the Sellers' hardware division at the Transfer Date operating under the name "Vislink Communication Systems", comprising the UK Business and the US Business 
	 	 
	"Business Contracts" 	all Contracts entered into by the Sellers in the ordinary and proper course of the Business relating exclusively to the Business which are wholly or partly unperformed as at the Transfer Date, including Customer Contracts, Supplier Contracts, supply and distribution agreements, Computer Contracts, leasing and hire-purchase agreements and IP Licences but excluding contracts of employment with the Employees, leases of the Property and loan agreements 


 




    	 	1	 



     


    

 


	"Business Day"	any day (other than a Saturday or Sunday) on which clearing banks in the City of London are open for the transaction of normal sterling banking business
	 	 
	"Business Information"	all information (other than Know-How) whether or not confidential and in whatever form held which in any way relates to:
	 	 
	 	(a)	all or any part of the Business or Assets; or
	 	 	 
	 	(b)	any products manufactured or sold or services provided by the Business; or
	 	 	 
	 	(c)	the operations, management, administration or financial affairs of the Business (including business plans or forecasts, information relating to future business development or planning and information relating to litigation or legal advice); or
	 	 	 
	 	(d)	the sale or marketing of any of the products manufactured or sold or services provided by the Business including customer lists, sales and marketing information (including sales targets, sales statistics, market share statistics, market research, advertising and other promotional materials)
	 	 
	"Buyer's Group"	the Buyer and any Associated Company of the Buyer
	 	 
	"Buyer's Lawyers"	Blooston, Mordkofsky, Dickens, Duffy & Prendergast, LLP
	 	 
	"Buyer's Warranties"	means the warranties contained in Schedule 5 and references to a "Buyer's Warranty" shall be construed accordingly
	 	 
	"Circular"	the circular to be despatched by the Guarantor to its members following the date of this Agreement, incorporating a notice of a general meeting of the Guarantor in relation to the approval of the Proposed Transaction and the change of the Guarantor's name 
	 	 
	"Claim"	has the meaning set out in Schedule 4
	 	 
	“Code”	means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
	 	 
	"Completion"	completion of the sale and purchase of the Business and Assets in accordance with this Agreement
	 	 
	"Computer Contracts"	all agreements (including any unwritten and/or informal arrangements) between the Sellers and any third party relating to the Computer Systems including all software licences, hardware leases, networking agreements, website development agreements, hosting and disaster recovery agreements, software development agreements, application service agreements, IT outsourcing agreements and maintenance and support agreements


 




    	 	2	 



     


    

 


	"Computer Systems" 	all hardware, firmware, peripherals, communication links, storage media, networking equipment and other equipment used in conjunction therewith together with all computer software and all related object and source codes and databases exclusively used or required to be used by or in connection with the Business
	 	 
	"Conditions"	the conditions to Completion set out in Clause 4.1
	 	 
	"Confidential Information"	all information not in the public domain and which is used in or which otherwise relates to the Business, its customers or financial or other affairs, including information relating to:-
	 	 
	 	(a)	the marketing of products or services including customer names and lists and other details of customers, financial information, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising or other promotional materials; or
	 	 	 
	 	(b)	future projects, business development or planning, commercial relationships and negotiations,
	 	 
	 	existing in whatever form and any information in respect of which the Sellers are bound by an obligation of confidence to a third party
	 	 
	"Consideration"	the aggregate consideration for the sale of the Business and Assets set out in Clause 5
	 	 
	"Contract"	any agreement or commitment, whether conditional or unconditional and whether by deed, under hand, oral or otherwise 
	 	 
	"Customer Contracts" 	those Contracts entered into by the Sellers for the supply of goods and/or services by the Sellers exclusively in connection with the Business which are listed in Schedule 11
	 	 
	"Data Controller"	has the meaning given to it in the DPA
	 	 
	"Disclosure Letter"	means the letter (together with all the documents attached to or referred to in it) in the agreed form from the Sellers to the Buyer executed and delivered to the Buyer immediately prior to the execution of this Agreement
	 	 
	"Dismissal Costs"	means any remuneration received by the dismissed individual on and from the date of Completion, any contractual notice payments paid to the dismissed individual, and any contractual and/or statutory redundancy payments paid to the dismissed individual.
	 	 
	"DPA"	the Data Protection Act 1998
	 	 
	"Dubai Property"	the Property located in Dubai, UAE as set out in Part 5 of Schedule 9


 




    	 	3	 



     


    

 


	"Employee Liability Information"	the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2) of the Regulations regarding any person employed by him who is assigned to the organised grouping of resources or employees which is the subject of the Relevant Transfer
	 	 
	"Employees"	all those employees whose names are listed in Schedule 2
	 	 
	"Employee Tax Liability" 	the liability to account to HMRC or any other tax authority for any amount of, or representing, income tax or NICs (which shall, to the extent provided for in any of the Share Plans, include Employer's NICs) or any equivalent charge in the nature of tax or social security contributions (whether under the laws of the United Kingdom or otherwise) which may arise on the exercise or release of, or the acquisition of Shares or of any interest in Shares pursuant to an option under the Share Plans by any Employee following Completion
	 	 
	"Employer's NICs"	in the UK, secondary class I NICs and, in any other jurisdiction, such other social security contributions (or equivalent taxes) for which an Employee's employer is primarily liable to account
	 	 
	"Encumbrance"	any encumbrance or security interest of any kind whatsoever including without limitation a mortgage, charge, pledge, lien, hypothecation, restriction, right to acquire, right of pre-emption, option, conversion right, third party right or interest, right of set-off or counterclaim, equities, trust arrangement or any other type of preferential agreement (such as a retention of title arrangement) having similar effect or any other rights exercisable by or claims by third parties
	 	 
	"English Property"	the Property which is located in England or Wales
	 	 
	“ERISA”	means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder
	 	 
	"Escrow Account"	the separately designated interest bearing deposit account in the name of the Escrow Agent
	 	 
	"Escrow Account Instruction Letter"	the letter from the Buyer and the Sellers to the Escrow Agent in a form to be agreed between the Buyer, the Sellers and the Escrow Agent between the date of this Agreement and Completion
	 	 
	“Escrow Agent”	the third party agent who will operate the Escrow Account, such agent to be appointed by the Buyer and Seller between the date of this Agreement and Completion
	 	 
	"Escrow Amount"	the sum of $250,000 (being part of the Consideration) plus any interest accruing on it from time to time to be held in the Escrow Account
	 	 
	"Excluded Items"	the assets, rights and liabilities excluded from the sale and set out in Clause 3
	 	 
	"Excluded Trade Creditors"	the amounts owed by the Sellers in connection with the Business as at the Transfer Date in respect of goods or services supplied to the Sellers in the ordinary course of business before the Transfer Date (whether or not invoiced and whether or not then due and payable) if and to the extent that such amounts have been outstanding for 31 days or more on the Transfer Date (where “outstanding” means the period beyond the due date of payment, determined in line with normal supplier credit terms)


 




    	 	4	 



     


    

 


	"Finance Agreements" 	those Contracts entered into by the Sellers in connection with the Business remaining to be performed in whole or in part pursuant to which the Fixed Plant, Moveable Equipment or Motor Vehicles are being supplied to or are held by the Sellers on hire purchase, conditional purchase, hire, rental, leasing, licence or other terms such that title thereto has not at Completion passed to the Sellers which are listed in Schedule 6
	 	 
	"Fixed Plant" 	the fixed plant and machinery and all other fixtures and fittings owned and/or used exclusively by the Sellers at the Transfer Date in connection with the Business whether situate at the Property or otherwise
	 	 
	
        “Force Majeure”

         
	fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife, labour disputes or disturbances, an outbreak of a pandemic disease, governmental regulations, communication or utility failures
	 	 
	"Guarantees"	means all guarantees, indemnities, undertakings, letters of comfort of whatsoever nature that may have been provided from time to time by the Sellers or any other member of the Sellers' Group in relation to the Business
	 	 
	"Goodwill"	the goodwill of the Business together with the exclusive right for the Buyer to carry on the Business under the name "Vislink" and to represent itself as carrying on the Business in succession to the Sellers
	 	 
	"Hemel Hempstead Lease"	means the lease dated 4 December 2009 between (1) Chainridge Limited (2) Vislink Communications Limited and (3) Vislink PLC in respect of premises at 27 Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7DE
	 	 
	"HMRC"	HM Revenue & Customs 
	 	 
	"Intellectual Property"	means patents, trade marks, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer software), database rights, rights in confidential information and know-how, including all extensions and renewals where relevant in each case whether registered or unregistered and including applications for registration and all other rights or forms of protection having equivalent or similar effect anywhere in the world
	 	 
	"Intellectual Property Rights" 	means all Intellectual Property owned by the Sellers (or either of them) and/or by the Guarantor and used by the Sellers exclusively in the Business at the Transfer Date, including those listed at Schedule 8 
	 	 
	"IP Licences"	all agreements (including, research and development agreements, letters of consent, undertakings and co-operation agreements, unwritten and/or informal licensing arrangements, and any arrangement of which any licence forms part), consents, orders or otherwise where the subject matter is: 


 




    	 	5	 



     


    

 


	 	(a)	the grant of rights in relation to the Intellectual Property Rights by the Sellers (or either of them); 
	 	 	 
	 	(b)	the grant of rights in relation to any Intellectual Property to the Sellers (or either of them) by any third party where such Intellectual Property is used or required to be used in connection with the Business at Completion; or
	 	 	 
	 	(c)	the grant of rights in relation to any Intellectual Property by way of sub-licence by the Sellers (or either of them) to a third party in connection with the Business
	 	 
	 	including but not limited to those set out in Part 2 of Schedule 8
	 	 
	"ISIP"	the Vislink plc International Share Incentive Plan 
	 	 
	"ITA"	the Income Tax Act 2007
	 	 
	"Know-How"	all information (whether publicly known or otherwise) which belongs to the Sellers and which is used or required to be used by, in or in connection with the Business existing in any form (including that comprised in or derived from engineering, chemical and other data, specifications, formulae, experience, drawings, manuals, component lists, instructions, designs and circuit diagrams, brochures, catalogues and other descriptions) and relating to:-
	 	 
	 	(a)	the design, development, manufacture or production of any products;
	 	 	 
	 	(b)	the operation of any process;
	 	 	 
	 	(c)	the provision of any services;
	 	 	 
	 	(d)	the selection, procurement, construction, installation, maintenance or use of  equipment or processes;
	 	 	 
	 	(e)	the rectification, repair or service or maintenance of equipment;
	 	 	 
	 	(f)	the supply, storage, assembly or packing of equipment; or
	 	 	 
	 	(g)	quality control, testing or certification
	 	 
	"Leased Assets"	the assets which are the subject of the Finance Agreements
	 	 
	"Licence"	any licence, permit, certificate, consent, approval, registration or authorisation required for the operation of the Business or the ownership, use, possession or occupation of any Asset
	 	 
	“Life Assurance Scheme”	means the Vislink plc Group Life Scheme provided by Zurich
	 	 
	"Losses"	losses, actions, claims, demands and proceedings and all liabilities, damages, awards made by an Employment Tribunal (including protective awards), fines, interest and penalties and other payments, costs, fees (including legal fees on an indemnity basis) and expenses


 




    	 	6	 



     


    

 


	"LTIP"	the Vislink plc 2008 Long-Term Incentive Plan
	 	 
	"Motor Vehicles" 	the motor vehicles owned or used by the Sellers in connection with the Business at the Transfer Date (including but not limited to those set out in Schedule 7)
	 	 
	"Moveable Equipment" 	the loose plant, machinery, tools, moulds, dies, office equipment, furniture and other like articles owned or used by the Seller exclusively in connection with the Business at the Transfer Date at the Property or otherwise 
	 	 
	"NICs"	in the UK, National Insurance contributions or, in any other jurisdiction, social security contributions (or other similar taxes)
	 	 
	"Personal Data"	shall have the meaning given to it in the DPA;
	 	 
	"Property"	the property or properties details of which are set out in Part 5 of Schedule 9 and includes each individual property
	 	 
	"Proposed Transaction"	the transaction contemplated by this Agreement
	 	 
	"Records"	all such books and records, lists of customers and suppliers, books of account and other records of any kind whatsoever of the Sellers in relation to the Business in whatever media stored including (without limitation) all bought and sold ledgers, purchase and sales day books, purchase and sales invoices and records relating to the Employees and all such information relating to the Business as is necessary to enable the Buyer to continue to operate the Business in the manner it was previously operated by the Sellers but excluding VAT records which the UK Seller and the Guarantor are required to retain pursuant to section 49 VATA 
	 	 
	"Regulations"	the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time
	 	 
	"Relevant Transfer”	a relevant transfer of an undertaking for the purposes of Regulation 3(1)(a) of the Regulations
	 	 
	"Restricted Person"	any Associated Company of the relevant Seller from time to time and any person other than the Buyer carrying on business in succession to the Sellers
	 	 
	"SDLT"	stamp duty land tax
	 	 
	"Sellers' Group"	the Sellers and any Associated Company of the Sellers
	 	 
	"Sellers' Solicitors"	Pinsent Masons LLP of 30 Crown Place, London EC2A 4ES
	 	 
	"Service Document"	any claim form, notice, order, judgment or other court document issued by the courts of England and Wales, or any other document relating to or in connection with proceedings in the courts of England and Wales
	 	 
	"Singapore Property"	means the Property located in Singapore as set out in Part 5 of Schedule 9
	 	 
	"Stock"	the stocks of the Business as at the Transfer Date including consumables, stock in trade, raw materials and components, spare parts, operating supplies, work in progress, partly finished and finished goods (and including items supplied by a supplier subject to reservation of title)


 




    	 	7	 



     


    

 


	"Share Plans"	the ISIP, the LTIP, the SIP and the SOPs
	 	 
	"Shares"	the ordinary shares of 2.5 pence each in the capital of the Guarantor
	 	 
	"SIP"	the Vislink plc Share Incentive Plan and the Vislink International Incentive Share Plan (US)
	 	 
	"SOPs"	the Vislink plc 2010 Unapproved Share Option Plan and the Vislink plc 2010 Approved Share Option Plan 
	 	 
	"Supplier Contracts" 	the benefit (subject to the burden to the extent that the same remains unperformed) in whole or in part of all Contracts, arrangements and outstanding orders entered into prior to the Transfer Date listed in Schedule 10 by the Sellers with suppliers for the supply to the Sellers of goods or services (other than in respect of insurance) in connection with, and in the ordinary and usual course of, the Business together with the benefit of all payments made prior to the Transfer Date in respect of such Contracts, arrangements and orders
	 	 
	“Target U.S. Employee”	means each employee identified on subsection (B) of Schedule 2
	 	 
	"Tax"	includes:-
	 	 
	 	(a)	aggregates levy, capital gains tax, climate change levy, corporation tax, customs and excise duties, diverted profits tax, income tax (including PAYE), inheritance tax, insurance premium tax, landfill tax, national insurance contributions, rates, stamp duty, SDLT, stamp duty reserve tax, VAT and vehicle excise duty
	 	 	 
	 	(b)	all former and foreign taxes
	 	 	 
	 	(c)	all other levies, imposts, duties, charges or withholdings in the nature of taxes imposed by any Tax Authority
	 	 	 
	 	(d)	all interest, penalties, fines and other charges relating to any of the above or to a failure to make any return or supply any information in connection with any of the above
	 	 
	"Tax Authority"	HMRC and any other body having functions in relation to Tax
	 	 
	"Trade Creditors" 	the amounts owed by the Sellers in connection with the Business as at the Transfer Date in respect of goods or services supplied to the Sellers in the ordinary course of business before the Transfer Date (whether or not invoiced and whether or not then due and payable) 
	 	 
	"Trade Debts" 	all amounts owing to any of the Sellers by trade debtors in connection with the Business as at the Transfer Date in respect of goods or services supplied by any of the Sellers in the ordinary course of business before the Transfer Date (whether or not invoiced and whether or not then due and payable) together with all such amounts owing in respect of goods or services supplied by any of the Sellers in the ordinary course of business during the period between the Transfer Date and Completion (whether or not invoiced and whether or not then due and payable). 


 




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	"Transaction Documents"	this Agreement, the Disclosure Letter, the Transitional Services Agreement and all other documents to be signed by the parties in relation to the Proposed Transaction at the date of this Agreement or at Completion
	 	 
	"Transfer Date"	5.30pm on 9 January 2017
	 	 
	“Transferred U.S. Employee”	means each Target U.S. Employee that accepts an offer of employment from Buyer
	 	 
	"Transitional Services Agreement"	means the transitional services and licence agreement between the Buyer and the Guarantor to be entered into at Completion relating to the provision of services by the Buyer to the Guarantor after Completion
	 	 
	"UK Business"	the business of the UK Seller's hardware division at the Transfer Date operated in the United Kingdom, Singapore and Dubai under the name "Vislink Communication Systems" 
	 	 
	"UK Employees"	the Employees listed at part A of Schedule 2
	 	 
	“UK Pension Scheme”	means the group personal pension plan provided by Standard Life
	 	 
	“U.S. Benefit Plan”	means each written employee benefit plan, program, policy, arrangement, and contract (including any "employee benefit plan" as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any deferred compensation, stock bonus, stock purchase, restricted stock, stock option, or other equity-based arrangement, and any employment, termination, retention, bonus, change in control or severance plan, policy, arrangement, or contract) for the benefit of any current Employee and that is maintained or contributed to by the US Seller
	 	 
	"US Business"	the business of the US Seller's hardware division at the Transfer Date operated in the United States of America under the name "Vislink Communication Systems" 
	 	 
	"US Property"	the Property located in the United States as set out in part 5 of Schedule 9
	 	 
	"VAT"	means value added tax chargeable under or pursuant to the Council Directive 2006/112/EC or any legislation implementing such Directive, or any other sales, purchase or turnover tax
	 	 
	"VATA"	the Value Added Tax Act 1994
	 	 
	"Warranties"	the representations, warranties and undertakings contained in Schedule 3 and references to a "Warranty" shall be construed accordingly
	 	 
	"Working Hours"	9am to 5pm on a Business Day


 




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	"$" or "US dollars"	United States Dollars


 


		1.2	In this Agreement, reference to:-



 


		1.2.1	a Clause or Schedule is a reference to a clause of or schedule to this Agreement;



 


		1.2.2	a document "in the agreed form" is a document in the form (i) approved and, for
the purposes of identification only, signed or initialled by or on behalf of the Buyer and the Guarantor (in each case with such
amendments as may be agreed by or on behalf of the Buyer and the Guarantor) or (ii) to be agreed by the parties between the date
of this Agreement and Completion and for these purposes each of the parties agrees to use its reasonable endeavours to agree the
text of all Transaction Documents to be signed at Completion following the date of this Agreement and prior to Completion;



 


		1.2.3	a statutory provision includes a reference to that provision as modified, replaced, amended, re-enacted
or consolidated from time to time (before or after the date of this Agreement), any statute, statutory provision or subordinate
legislation which it amends or re-enacts and any prior or subsequent subordinate legislation made under it except to the extent
that any such modification, replacement, amendment, re-enactment or consolidation would increase or extend the liability of the
Sellers under this Agreement;



 


		1.2.4	any gender includes a reference to the other genders;



 


		1.2.5	"costs" includes a reference to (i) costs, (ii) charges and (ii) expenses of every
description;



 


		1.2.6	a "person" includes a reference to an individual, partnership, unincorporated
association, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint
venture wherever incorporated or situate (in each case whether or not having separate legal personality) and includes a reference
to that person's legal personal representatives and successors;



 


		1.2.7	"holding company" has the meaning set out in section 1159 of the Act but in addition
as if that section provided that a body corporate is deemed to be a member of another body corporate where its rights in relation
to that body corporate are held on its behalf or by way of security by another person but treated for the purposes of that section
as held by it;



 


		1.2.8	"subsidiary" has the meaning set out in section 1159 of the Act but in addition
as if that section provided that its members are deemed to include any other body corporate whose rights in relation to it are
held on behalf of that other body corporate or by way of security by another person but are treated for the purposes of that section
as held by that other body corporate;



 


		1.2.9	"parent undertaking" has the meaning set out in section 1162 of the Act but in
addition as if that section provided that an undertaking is deemed to be a member of another undertaking where its rights in relation
to that other undertaking are held by way of security by another person but treated for the purposes of that section as held by
it;



 


		1.2.10	"subsidiary undertaking" has the meaning set out in section 1162 of the Act but
in addition as if that section provided that its members are deemed to include any other undertaking whose rights in relation to
it are held by way of security by another person but are treated for the purposes of that section as held by that other undertaking;



 


		1.2.11	a "group undertaking" has the meaning set out in section 1161 of the Act;



 


		1.2.12	"body corporate" has the meaning set out in section 1173 of the Act;



 




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		1.2.13	"company" shall be construed so as to include any company, corporation or other
body corporate wherever and however incorporated or established;



 


		1.2.14	a "connected person" is a reference to a person connected with another within
the meaning of section 1122 of the Corporation Tax Act 2010;



 


		1.2.15	something being "in writing" or "written" shall include a reference
to that thing being produced by any legible and non-transitory substitute for writing (excluding in electronic form as defined
in section 1168 of the Act);



 


		1.2.16	a time of day is to London time prevailing on the relevant day;



 


		1.2.17	a "day" (including within the phrase "Business Day") shall mean
a period of 24 hours running from midnight to midnight;



 


		1.2.18	any other document referred to in this Agreement is a reference to that other document as amended,
varied, novated or supplemented (other than in breach of the provisions of this Agreement) at any time; and



 


		1.2.19	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal
status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference
to any analogous term in that jurisdiction.



 


		1.3	The schedules form part of this Agreement and shall be interpreted and construed as though they
were set out in this Agreement.



 


		1.4	The headings to the Clauses, Schedules and paragraphs of the Schedules are for convenience only
and shall not affect the interpretation or construction of this Agreement.



 


		1.5	The rule known as the ejusdem generis rule shall not apply and accordingly general words
introduced by the word "other", "including", "in particular", "for example" or any similar
expression shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular
class of acts, matters or things.



 


		1.6	General words shall not be given a restrictive meaning by reason of the fact that they are followed
by particular examples intended to be embraced by the general words.



 


		1.7	Any monetary sum to be taken into account for the purposes of any Warranty where that sum is expressed
in a currency other than US dollars shall be translated into US dollars at Santander's spot rate of exchange for the purchase of
the relevant currency with US dollars in the London foreign exchange market at or about 11am on the date of this Agreement (or,
if such day is not a Business Day, on the Business Day immediately preceding such day).



 


		1.8	Any statement which refers to the knowledge or knowledge and belief of the Sellers or is expressed
to be "so far as the Sellers are aware" or any similar expression shall be deemed to include an additional statement
that it has been made after due and careful enquiry of James Walton and John Hawkins.



 


		1.9	In this Agreement, any agreement, warrant, indemnity, covenant or undertaking on the part of two
or more persons shall, except where the contrary is stated, be deemed to be given or made by such persons on a several basis.



 




    	 	11	 



     


    

 


		2.	SALE OF THE BUSINESS AND THE ASSETS



 


		2.1	Unless otherwise specified in this Agreement, the UK Seller in respect of the UK Business and the
US Seller in respect of the US Business shall sell with full title guarantee and the Buyer shall purchase the Business with effect
from the Transfer Date with a view to carrying on the Business as a going concern, together with the following assets:-



 


		2.1.1	the Property;



 


		2.1.2	Trade Debts and other debtors of the Business;



 


		2.1.3	the Fixed Plant;



 


		2.1.4	the Moveable Equipment;



 


		2.1.5	the Stock (with such right, title and interest as the Sellers shall have);



 


		2.1.6	the Motor Vehicles;



 


		2.1.7	the benefit (subject to the burden) of the Business Contracts;



 


		2.1.8	in the case of the UK Seller, the Intellectual Property Rights owned by the UK Seller and in the
case of the US Seller, the Intellectual Property Rights owned by the US Seller;



 


		2.1.9	the Goodwill;



 


		2.1.10	the Business Information;



 


		2.1.11	the Computer Systems;



 


		2.1.12	the Records;



 


		2.1.13	in the case of the UK Seller, all other property, assets and rights of the UK Seller relating to
or connected with, or belonging to or required for use in connection with the UK Business (whether in or on the Property or otherwise);
and



 


		2.1.14	in the case of the US Seller, all other property, assets and rights of the US Seller relating to
or connected with, or belonging to or required for use in connection with the US Business (whether in or on the Property or otherwise),



 


together the "Assets")
other than the Excluded Items.


 


		2.2	Each of the Assets will be sold and bought free from any Encumbrance and with all rights attached
to it unless otherwise specified in this Agreement. 



 


		2.3	The Buyer will assume the burden of the Assumed Liabilities with effect from the Transfer Date.




 


		3.	Excluded itemS



 


The following are expressly
excluded from the sale and transfer under this Agreement:


 


		3.1	all cash in hand or at the bank (whether on current or deposit account) relating to the Business
including uncleared cheques received as at the Transfer Date;



 


		3.2	the Hemel Hempstead Lease;



 


		3.3	the computer systems to be licensed/leased under the Transitional Services Agreement



 


		3.4	the Excluded Trade Creditors; and



 




    	 	12	 



     


    

 


		3.5	any Tax for which the UK Seller or the US Seller is liable, whether or not then due, and any liability
for financing charges relating to the Business,



 


together the "Excluded
Items".


 


		4.	Conditions



 


		4.1	Completion of this Agreement is, and the Buyer's obligations under this Agreement are, subject
to and conditional upon the despatch by the Guarantor to its shareholders of the Circular and the passing, at a duly convened general
meeting of the Guarantor, of the resolutions set out in the Circular.



 


		4.2	The Guarantor shall use its reasonable endeavours to procure the despatch of the Circular as soon
as practicable following the date of this Agreement and shall notify the Buyer immediately upon fulfilment of such Condition.



 


		4.3	If the Sellers become aware of any matter, circumstance or thing that might prevent the Condition
listed in Clause 4.1 from being satisfied it shall inform the Buyer within one (1) Business Day.



 


		4.4	Each of the Sellers shall use its reasonable endeavours to ensure that PwC will continue to support
the Buyer in relation to its equity funding until 31 December 2016.



 


		4.5	If the Condition set out in Clause 4.1 has not been satisfied on or before 5.30pm on 9 January
2017, the Guarantor may by notice to the Buyer and the Buyer may by notice to the Sellers:-



 


		4.5.1	postpone Completion to such date as the Guarantor or the Buyer (as the case may be) specify being
an extension of not more than five (5) Business Days in which event the provisions of this Agreement apply as if that other
date is the date of Completion; or



 


		4.5.2	if the Condition set out in Clause 4.1 has not been satisfied on or before 5.30pm on 13 January
2017, terminate this Agreement in which event the provisions of Clause 12 apply, unless extended by mutual written consent
by the Sellers and Buyer.



 


		5.	Consideration



 


		5.1	The Consideration for the sale of the Business and the Assets is $16,000,000 (sixteen million
dollars) apportioned between the Assets and the UK Seller and the US Seller as set out in Schedule 1 which shall be satisfied
by the payment by the Buyer of $11,500,000 million to the UK Seller and $4,500,000 million to the US Seller in cash on
Completion, such payment to be made in accordance with Clause 5.4. Of the $11,500,000 million payable by the Buyer to the
UK Seller on Completion, $125,000 shall be paid to the Escrow Account.  Of the $4,500,000 million payable by the Buyer to
the US Seller on Completion, $125,000 shall be paid to the Escrow Account. Notwithstanding the foregoing, the Escrow Amount shall
be held in the Escrow Account for a period of twelve (12) months.



 


		5.2	The Escrow Amount shall be dealt with in accordance with Clause 7.3 and the provisions of
Schedule 14 shall apply to the Escrow Account.



 


		5.3	Each of the Buyer's and Sellers' Tax returns and Tax positions may not be inconsistent with the
Consideration allocation as set out in Schedule 1, and neither the Buyer nor the Sellers may agree to a proposed adjustment
to the Consideration allocation with any taxation authority without first giving the other party
prior written notice.



 


		5.4	All payments to be made to the Sellers under this Agreement shall, unless otherwise stated, be
made in US dollars by electronic transfer of immediately available funds to the Sellers' Solicitors (who are irrevocably authorised
by the Sellers to receive the same and whose receipt shall be an absolute discharge to the Buyer of its obligation to pay the sum
in question to the Sellers). The Buyer shall not be concerned with the distribution of any monies so paid or be answerable for
the loss or misapplication of such monies.



 




    	 	13	 



     


    

 


		5.5	Any monies payable to the Sellers pursuant to the terms of this Agreement shall be paid free and
clear from any set off, deduction or counterclaim.



 


		5.6	Except in the event of an action constituting Force Majeure, if the Buyer fails to pay any sum
due and payable by it under this Agreement on the due date of payment in accordance with the terms of this Agreement, the Buyer
shall pay interest on the sum from the due date until the date upon which the obligation of the Buyer to pay the sum is discharged
at the rate of 4% per annum above the base rate of Barclays Bank PLC from time to time (whether before or after judgement).



 


		6.	Position pending Completion



 


		6.1	Pending Completion the Sellers shall collaborate with the Buyer in relation to all material matters
concerning the running of the Business from the date of this Agreement until Completion and during that period shall procure that
the Business is conducted in the ordinary and usual course and shall take all such steps as are reasonably necessary to protect
and preserve the Business and Assets and to maintain the Business until Completion. Additionally, upon the Buyer’s reasonable
request, the Sellers shall (on being reimbursed by the Buyer for costs reasonably incurred) collaborate with the Buyer after Completion
for a period of twelve (12) months in relation to all material matters concerning the running of the Business.



 


		6.2	Without prejudice to the generality of Clause 6.1, pending Completion the Sellers shall comply
with and shall procure that the Business complies with the provisions of Schedule 13.



 


		7.	Completion



 


		7.1	Unless this Agreement is previously terminated in accordance with its terms, Completion shall take
place at the offices of the Sellers' Solicitors (or at any other place agreed in writing by the Buyer and the Sellers) on 9 January
2017 or on the Business Day the Condition set out in Clause 4.1 has been fulfilled, whichever is the later, and all the business
referred to in this Clause 7 has been transacted. 



 


		7.2	At Completion each of the Sellers shall deliver or make available to the Buyer the documents and
evidence specified in Schedule 13.



 


		7.3	Upon completion of all of the matters referred to in Clause 7.2, the Buyer shall:-



 


		7.3.1	pay the Consideration (less the Escrow Amount) to the Sellers in accordance with Clause 5.4;



 


		7.3.2	sign the Escrow Account Instruction Letter and pay the Escrow Amount into the Escrow Account by
telegraphic transfer; and



 


		7.3.3	deliver to the Sellers a copy, certified to be a true copy by a director or secretary of the Buyer,
of a resolution of the Buyer's board of directors (or an authorised committee of that board) approving Completion and authorising
the execution and completion of this Agreement and the Transaction Documents.



 


		7.4	The Buyer is not obliged to complete this Agreement unless:



 


		7.4.1	each of the Sellers has performed all its obligations under this Clause 7; and



 


		7.4.2	the purchase of all of the Assets is completed simultaneously in accordance with this Agreement
(but so that completion of the purchase of some of the Assets will not affect the rights of the Buyer with respect to the others).



 


		7.5	If Completion does not proceed on the date set for Completion (or on the date to which Completion
is postponed pursuant to Clause 4.5.1) because the Sellers fail to fully discharge any of their obligations under this Clause,
the Buyer may by notice to the Sellers:-



 




    	 	14	 



     


    

 


		7.5.1	proceed to Completion so far as practicable without prejudice to its right under this Agreement
on the basis that any provision of Clause 7.2 which may not have been fully complied with at Completion shall at the sole discretion
of the Buyer be held over to such future date or dates as the Buyer may in its sole discretion may determine;



 


		7.5.2	postpone Completion to such date as the Buyer specifies being not later than 13 January 2017 in
which event the provisions of this Agreement apply as if that other date is the date set for Completion pursuant to Clause 7.1;



 


		7.5.3	waive any or all of the requirements contained in Clause 7.2; or



 


		7.5.4	if the Sellers fail to fully discharge any of their obligations under this Clause on or before
13 January 2017, terminate this Agreement in which event the provisions of Clause 12 apply.



 


		7.6	The Sellers are not obliged to complete this Agreement unless:



 


		7.6.1	the Buyer has performed all its obligations under this Clause 7; and



 


		7.6.2	the purchase of all of the Assets is completed simultaneously in accordance with this Agreement
(but so that completion of the purchase of some of the Assets will not affect the rights of the Buyer with respect to the others).



 


		7.7	If Completion does not proceed on the date set for Completion (or on the date to which Completion
is postponed pursuant to Clause 4.5.1) because the Buyer fails to fully discharge any of its obligations under this Clause, the
Sellers may by notice to the Buyer:-



 


		7.7.1	proceed to Completion so far as practicable without prejudice to their rights under this Agreement
on the basis that any provision of Clause 7.2 which may not have been fully complied with at Completion shall at the sole discretion
of the Sellers be held over to such future date or dates as the Sellers may in their sole discretion may determine;



 


		7.7.2	postpone Completion to such date as the Sellers specify being not later than 13 January 2017 in
which event the provisions of this Agreement apply as if that other date is the date set for Completion pursuant to Clause 7.1;



 


		7.7.3	waive any or all of the requirements contained in Clause 7.2; or



 


		7.7.4	if the Buyer fails to fully discharge any of its obligations under this Clause on or before on
13 January 2017, terminate this Agreement in which event the provisions of Clause 12 apply.



 


		7.8	The Buyer shall use its best endeavours to procure that the Sellers or any member of the Sellers'
Group which has given any Guarantee to any third party or acted as surety in relation to any Contract or otherwise in connection
with the Business is released from the Guarantee or surety with effect from Completion. Each party hereto agrees with the other
parties hereto (contracting for themselves and each member of the Sellers' Group) that pending release of each Guarantee and surety,
the Buyer shall indemnify the Sellers (including each member of the Sellers' Group) and the Sellers shall indemnify the Buyer against
all (i) losses, (ii) liabilities and (iii) costs which a party may reasonably occur pursuant to the Guarantee or surety on or after
Completion (including, without limitation, all (i) losses,(ii) liabilities and (iii) costs reasonably incurred as a result of defending
or settling any claim alleging such liability). Notwithstanding the foregoing, no party hereto shall be required to indemnify another
party in the event that the latter party (including in the case of the Sellers each member of the Sellers' Group) commit an act
that constitutes gross negligence or committed or wilful misconduct.



 


		8.	Warranties



 


		8.1	The UK Seller warrants to the best of its knowledge and belief to the Buyer (subject to Clause 8.4)
in the terms set out in Schedule 3 in respect of the UK Business.



 




    	 	15	 



     


    

 


		8.2	The US Seller warrants to the best of its knowledge and belief to the Buyer (subject to Clause 8.4)
in the terms set out in Schedule 3 in respect of the US Business.



 


		8.3	The Warranties given by the Sellers in Schedule 3 are given on the date of this Agreement.



 


		8.4	The Warranties are subject to the provisions of Clause 9 (Limitations on Sellers' Liability)
and Schedule 4 (Limitations on Sellers' Liability).



 


		8.5	Each of the Warranties shall be interpreted as separate and independent so that the Buyer shall
have a separate claim and right of action in respect of every breach of each Warranty.



 


		8.6	Any payment made by either Seller to the Buyer pursuant to a claim under this Agreement shall be
treated as a reduction of the Consideration payable by the Buyer.



 


		8.7	The Sellers make no representation and gives no warranty or undertaking to the Buyer save only
as and to the extent expressly set out in this Agreement. The Buyer shall not have any remedy in respect of any misrepresentation
or untrue statement (whether made carelessly or not) made by the Sellers unless and to the extent that a claim lies for breach
of the Warranties. In particular, the Sellers disclaim all liability and responsibility for any representation, warranty, statement,
opinion, or information made or communicated (orally or in writing) to the Buyer (including, without limitation, any representation,
warranty, statement, opinion, information or advice made or communicated to the Buyer by any officer, director, employee, agent,
consultant or representative of the Sellers or otherwise made available by or on behalf of the Sellers.



 


		8.8	Clause 8.7 shall not exclude any liability of the Sellers for fraudulent misrepresentation,
whether such misrepresentation has been made or communicated orally or in writing.



 


		8.9	The Buyer shall have no right to rescind or terminate this Agreement after Completion by reason
of a breach of any of the Warranties.



 


		9.	Limitations of Sellers' Liability



 


		9.1	The Sellers' liability in respect of Claims (as defined in Schedule 4 (Limitations on Sellers'
Liability)) shall be limited or excluded (as the case may be) by the provisions of Schedule 4 (Limitations on Sellers' Liability).



 


		9.2	The Sellers are under no obligation to disclose to the Buyer anything which is or may constitute
a breach of or be inconsistent with any of the Warranties given in this Agreement if they were to be repeated at any time after
the date of this Agreement or of which it may become aware after the date of this Agreement.



 


		10.	Buyer's Warranties and Undertakings



 


		10.1	The Buyer warrants to the Sellers that each of the Buyer's Warranties is true and accurate as at
the date of this Agreement.



 


		10.2	Upon any claim being made by a third party against the Sellers relating to the affairs of the Company
prior to Completion, the Buyer shall (or, as appropriate, shall procure that the Company or other person concerned shall), subject
to the Buyer being fully reimbursed by the Sellers for all reasonable out-of-pocket costs and expenses properly incurred by the
Buyer or the Company, provide such information and assistance as the Sellers may reasonably require to enable the Sellers to deal
with such third party claim. The Sellers shall keep such information confidential and shall not use it for any purpose other than
dealing with any such third party claim.



 


		11.	Guarantee



 


		11.1	The Guarantor (as principal obligor and not merely as a surety) hereby unconditionally and irrevocably
guarantees due and punctual performance (a) by the UK Seller of all the UK Seller's obligations under or arising out of or in connection
with this Agreement and (b) by the US Seller of all the US Seller's obligations under or arising out of or in connection with this
Agreement and so undertakes to the Buyer that if and whenever either of the UK Seller or the US Seller (as the case may be) is
in default the Guarantor:-



 




    	 	16	 



     


    

 


		11.1.1	will duly and promptly perform or procure performance of such obligation(s); and



 


		11.1.2	will indemnify and at all times hold the Buyer indemnified against all costs, losses and damages
which it may suffer or incur by reason of a default or delay of the UK Seller or the US Seller, as the case may be, to perform
any such obligation(s) in whole or in part, or by reason that any obligation expressed in this Agreement to be incurred by the
relevant Seller is or becomes unenforceable against the relevant Seller for any reason whatsoever.



 


		11.2	The Guarantor will not be released from or exonerated of its obligations under this Agreement nor
will any such obligation be reduced, discharged or in any way affected by any act, omission, matter or thing (whether or not known
to the Buyer or the Guarantor) including, but without limitation:-



 


		11.2.1	any time or release or indulgence granted to or composition with the UK Seller, the US Seller,
the Guarantor or any other person; or



 


		11.2.2	the existence or non-existence, validity or invalidity, the taking, variation, compromise, expiry,
discharge, renewal or release of or refusal or neglect to perfect or enforce any right, remedy or security against the UK Seller,
the US Seller or any other person; or



 


		11.2.3	any legal limitation, disability, incapacity or other circumstances relating to the UK Seller,
the US Seller or any other person or any amendment to or variation of this Agreement or any obligations arising out of any other
document relating to this Agreement or any assignment of this Agreement; or



 


		11.2.4	any change in the name or constitution of the Guarantor or its personal representative(s), successors
and assigns or any amalgamation with any other company; or



 


		11.2.5	any irregularity, unenforceability or invalidity of an obligation of the Buyer or any other person
under or pursuant to this Agreement to the intent that the obligations of the Guarantor under this Agreement shall remain in full
force and effect and the guarantee contained in this Clause shall be construed as if there were no such irregularity, unenforceability
or invalidity; or



 


		11.2.6	any other act, event or omission which would or might but for this Clause operate to restrict,
release, impair or discharge the Guarantor’s liability under this Agreement.



 


		11.3	The guarantee contained in this Clause:-



 


		11.3.1	is a continuing guarantee and will remain in full force and effect until the obligations and liabilities
of the UK Seller and the US Seller under or arising out of or in connection with this Agreement have been fully performed or discharged;



 


		11.3.2	will continue to be effective or will be reinstated, as the case may be, if at any time any sum
which has become payable to the Buyer under this Agreement and has been paid has to be restored by the Buyer upon the bankruptcy,
liquidation or reorganisation of the UK Seller, US Seller or the Guarantor or otherwise; and



 


		11.3.3	will be in addition to and will not in any way be prejudiced by any collateral or other security
held at any time by the Buyer as security or any lien to which the Buyer may be entitled.



 


		11.4	The Guarantor hereby waives any right it may have of first requiring the Buyer to proceed against
or enforce any guarantee or security of or claim for payment from the UK Seller, US Seller or any other person and until all the
UK Seller's and US Seller's obligations and liabilities have been performed or discharged in full the Guarantor will not without
the prior consent of the Buyer:-



 




    	 	17	 



     


    

 


		11.4.1	be entitled and will not claim to rank as a creditor against the estate or prove in a bankruptcy,
liquidation or winding up of either of the UK Seller or US Seller (as the case may be) in competition with the Buyer; or



 


		11.4.2	receive, claim or have the benefit (directly or indirectly) of any payment or distribution from
or on account of either of the UK Seller or US Seller or exercise any right of set-off against either of the UK Seller or US Seller
or claim the benefit of any security held by the Buyer and the Buyer will be entitled to apply any such security as it considers
fit; or



 


		11.4.3	exercise any other right or remedy in respect of any amount paid by the Guarantor under this Agreement
which may prejudice the Buyer.



 


		11.5	Any release, compromise or discharge of the obligations of the Guarantor shall be deemed to be
made subject to the condition that it will be void against the Buyer if any payment or security which it may receive or have received
is set aside or proves invalid for any reason.



 


		11.6	A demand made pursuant to this guarantee may be made at any time and from time to time by notice
to the Guarantor.



 


		11.7	It is hereby certified that this guarantee has been decided on by the directors of the Guarantor
for the benefit of the Buyer.



 


		12.	EFFECT OF TERMINATION



 


		12.1	If the Buyer terminates this Agreement pursuant to Clauses 4.5 or 7.5.4 or the Sellers terminates
this Agreement pursuant to Clause 4.5 and 7.7.4 the rights and obligations of the Buyer and the Sellers shall cease immediately
on termination save for:-



 


		12.1.1	each party's accrued rights and obligations at the date of termination; and



 


		12.1.2	the provisions of Clauses 1, 12, 25, 26, 29, 32, and 38 which shall remain in full force and effect.



 


		13.	Risk and Title



 


		13.1	Beneficial ownership and risk in each of the Assets shall pass to the Buyer on Completion.



 


		13.2	Transfer of title to those Assets which can be transferred by delivery will pass on delivery and
will be deemed to take place at Completion.



 


		13.3	The Sellers shall after Completion be trustees for the Buyer in respect of all the Assets sold
by them until they have been formally delivered and/or formally transferred or assigned to the Buyer or such transfers or assignments
have been registered (where appropriate).



 


		14.	Position after Completion 



 


		14.1	As from the Transfer Date the Buyer shall be entitled to all profits earned and all income and
other sums receivable in respect of any period past the Transfer Date and to bear all losses and to pay all outgoings and be responsible
for all liabilities incurred in the normal course of carrying on the Business incurred in relation to any period following the
Transfer Date.



 


		14.2	All notices, correspondence or enquiries which do not relate to the Business or Assets acquired
by the Buyer pursuant to this Agreement but which are received by the Buyer after the Transfer Date shall be passed to the Sellers
as soon as reasonably practicable after receipt thereof.



 


		14.3	Without prejudice to Clause 15 all monies or other items belonging to the Sellers which are received
by the Buyer after the Transfer Date shall be passed or paid to the Sellers as soon as reasonably practicable after receipt thereof.



 




    	 	18	 



     


    

 


		14.4	The Buyer hereby agrees to indemnify and keep indemnified the Sellers from and against any loss
or damage or any liability (which liability will include all (i) losses, (ii) claims, (iii) expenses, (iv) reasonably incurred
costs and (v) damages including reasonable legal and other professional fees and expenses) which the Sellers may suffer or incur,
directly, after the Transfer Date as a result of or in connection with the carrying on of the Business or use of the Assets by
the Buyer after the Transfer Date unless such loss, damage or liability arises through acts by the relevant Seller that constitute
gross negligence or wilful misconduct.



 


		14.5	The Buyer shall be responsible for all claims by customers or third parties arising in respect
of products or services supplied by the Sellers in connection with the Business (whether before or after the Transfer Date) and
the Buyer hereby indemnifies the Sellers and shall keep the Sellers fully and effectively indemnified from and against all actions,
proceedings, reasonable costs and damages, claims and demands arising out of or in connection with such claims from customers or
third parties arising after the Transfer Date, unless such claim arises through acts by the Seller that constitute gross negligence
or wilful misconduct.



 


		15.	trade debts AND TRADE CREDITORS



 


		15.1	The Buyer shall be solely responsible for the collection of the Trade Debts following the Transfer
Date. The Sellers shall not take any steps to collect any of the Trade Debts and shall not do anything to hinder their collection
by the Buyer. The Buyer may reasonably request the help of the Seller to collect Trade Debts if need be.



 


		15.2	If any of the Sellers receives a payment by cheque for a Trade Debtor following the Transfer Date
which relates to a Trade Debt which was assigned to the Buyer pursuant to this Agreement, the relevant Seller shall within three
(3) Business Days of its receipt pay to the Buyer a sum which is equal to the amount of the relevant Trade Debt (less any VAT for
which the relevant Seller is accountable to HMRC) into the Buyer's bank account, details of which will be given to the Sellers
at Completion or otherwise notified to the Sellers from time to time.



 


		15.3	If any of the Sellers receives any communication or payment in respect of any of the Trade Debts,
it shall forthwith give written details thereof to the Buyer and promptly (and in any event with one (1) Business Day) account
to the Buyer for any such payment received.



 


		15.4	From Completion each of the Sellers shall discharge promptly and in full the Excluded Trade Creditors
and shall indemnify the Buyer in full against any loss or damage to the Business and any costs or expenses reasonably incurred
by the Buyer (including reasonable legal and other professional fees and expenses) directly or indirectly, as a result of the Sellers'
failure to discharge the same.



 


		15.5	From Completion the Buyer shall discharge promptly and in full all (i) the Assumed Liabilities and
(ii) any other creditors of the Business in respect of the period from and including Completion and shall indemnify the Sellers
in full against any loss, damage, claim which the Sellers may suffer and any costs or expenses reasonably incurred by the Sellers
(including reasonable legal and other professional fees and expenses), directly or indirectly, as a result of the Buyer's failure
to discharge the same.



 


		16.	Protection of Goodwill 



 


		16.1	As further consideration for the Buyer agreeing to purchase the Business and the Assets and with
the intent of securing to the Buyer the full benefit and value of the goodwill and connections of the Business, the Sellers severally
undertake to the Buyer that:-



 


		16.1.1	for a period of not more than 24 months from Completion they will not and will procure that no
other Restricted Person will in any capacity whatsoever directly or indirectly carry on or assist in carrying on or be engaged,
concerned or interested in any activity or undertaking which is the same as, or substantially similar to, the Business in any geographic
areas where Business is carried on at Completion; and



 




    	 	19	 



     


    

 


		16.1.2	for a period of 24 months from Completion they will not and will procure that no other Restricted
Person will for the purpose of any business supplying products or services similar to or capable of being used in substitution
for any product or service supplied by the Business within the 24 months preceding Completion, canvass, solicit, accept orders
from or endeavour to entice away from the Business any person who during the period of two years prior to Completion has been a
customer of the Sellers in connection with the Business or has purchased or agreed or offered to purchase goods from the Sellers
in connection with the Business or has employed its services; and



 


		16.1.3	for a period of 24 months from Completion they will not and will procure that no other Restricted
Person will do any act or thing likely to have the effect of causing any supplier of or other person in the habit of dealing with
the Sellers in connection with the Business (either at the date of this Agreement or at Completion) to be unable or unwilling to
deal with the Buyer either at all or in part on the terms on which he had previously dealt with the Sellers or likely to have the
effect of causing any person having a contract or arrangement with the Sellers in connection with the Business (either at the date
of this Agreement or at Completion) to breach, terminate or modify that contract or arrangement or to exercise any right under
it; and



 


		16.1.4	for a period of 24 months from Completion they will not and will procure that no other Restricted
Person will solicit or endeavour to entice away from the Buyer or employ, engage or contract for the services of any person by
the Sellers in relation to the Business at Completion or at any time during the period of six months immediately preceding Completion
nor do any act or thing likely to have the effect of causing any Employee to terminate his employment or service agreement; and



 


		16.1.5	it will not and will procure that no other Restricted Person will at any time in connection with
any business carried on by it or otherwise howsoever use directly or indirectly or authorise any person to use directly or indirectly
any of the Intellectual Property Rights including use as a trade mark of the names or words "Vislink", including as part
of a corporate name, trade name or otherwise, save for a period of 24 months from Completion during which time the Sellers and
any member of the Sellers' Group shall be entitled to use the name Vislink and any other trade marks that from part of the Intellectual
Property Rights while they rebrand their businesses, including on any remaining stationery/marketing materials, packaging materials
or similar for any purpose including (without limitation) accounting, annual reporting, statutory reporting, and for any purpose
required by the United Kingdom Listing Authority or the London Stock Exchange plc, without breaching this Clause 16.1.5.



 


		16.2	Nothing in Clause 16.1 shall prevent the Sellers or any other Restricted Person from owning
not more than five per cent of any class of the issued share capital of a company which is dealt in on a recognised investment
exchange (as defined in the Financial Services Act 2000).



 


		16.3	The Sellers have taken independent legal advice and acknowledge that they consider the undertakings
contained in Clause 16.1 reasonable for the proper protection of the Business and further acknowledge that damages would not
be an adequate remedy for breach of such undertakings.



 


		16.4	Each of the undertakings contained in Clause 16.1 is separate and severable and shall be construed
on that basis. In the event that any such undertaking is found to be void but would be valid if some part of it were deleted or
if the period or extent of it were reduced such undertaking shall apply with such modification as may be necessary to make it valid
and effective.



 


		17.	Confidential Information 



 


		17.1	Subject to Clauses 17.2 and 25 (Announcements), each party to the Agreement shall keep strictly
confidential all information received or obtained as a result of entering into or performing this Agreement including all information
which relates specifically to:-



 


		17.1.1	the existence, subject matter or provisions of this Agreement or any document referred to in it;



 




    	 	20	 



     


    

 


		17.1.2	the negotiations relating to this Agreement or any of the documents contemplated in it; and



 


		17.1.3	the other parties to this Agreement.



 


		17.2	Each party may disclose information which would otherwise
be confidential if and to the extent:-



 


		17.2.1	required by law, common practice or the rules of any taxation authorities of any relevant jurisdiction;



 


		17.2.2	required by any securities exchange or regulatory or governmental body to which either party is
subject or submits, wherever situated, including (without limitation) the United Kingdom Listing Authority, the London Stock Exchange
plc, NASDAQ or the Securities Exchange Commission, whether or not the requirement for information has the force of law;



 


		17.2.3	disclosed on a strictly confidential basis to the professional advisors, auditors and bankers of
that party;



 


		17.2.4	the information has come into the public domain through no fault of that party;



 


		17.2.5	the other parties has given prior written approval to the disclosure; or



 


		17.2.6	required to enable that party to enforce its rights under this Agreement.



 


		17.3	provided that any such information disclosed pursuant to Clauses 17.2.1 and 17.2.1 shall be disclosed
only after notice to the other party.



 


		18.	Employees 



 


Transfer of UK Employees


 


		18.1	The UK Seller and Buyer intend and acknowledge that the transfer of the UK Business to the Buyer
on Completion shall, with respect to the UK Employees, constitute a Relevant Transfer, and agree that as a consequence of that
Relevant Transfer, the contracts of employment made between the UK Seller and the UK Employees (save insofar as such contracts
relate to benefits for old age, invalidity or survivors under any occupational pension scheme) will have effect from and after
Completion as if originally made between the Buyer and the UK Employees so long as in a manner consistent with UK law.



 


		18.2	The parties agree that Clause 21 (Apportionments) shall not apply in relation to emoluments and
outgoings arising in respect of the UK Employees.



 


		18.3	The UK Seller shall be responsible for all emoluments and outgoings in respect of the UK Employees
(including all wages, fees, holiday payments, expenses, commissions, premiums, subscriptions, payments of PAYE, national insurance
contributions and pension contributions) which are attributable in whole or in part to the period up to Completion (including any
bonuses or commission which are payable on or after Completion but attributable in whole or in part to the period before Completion).



 


		18.4	The Buyer shall be responsible for all emoluments and outgoings in respect of the UK Employees
(including all wages, fees, holiday payments, expenses, bonuses, commissions, premiums, subscriptions, payments of PAYE, national
insurance contributions and pension contributions) which are attributable in whole or in part to the period on or after Completion
and the Buyer agrees to honour any periods of continuous service, accrued holiday entitlements and accrued holiday remuneration
which the UK Employees are entitled to receive under their contracts of employment (notwithstanding that such entitlement may be
calculated by reference to a period of service that falls on or before Completion).



 




    	 	21	 



     


    

 


Indemnities


 


		18.5	The Buyer undertakes to the UK Seller:



 


		18.5.1	that it has and will continue to comply in all respects with the Regulations;



 


		18.5.2	that it will not present a complaint to an employment tribunal or otherwise issue proceedings against
the UK Seller pursuant to Regulation 12 of the Regulations in respect of any failure by the UK Seller to provide Employee Liability
Information;



 


		18.5.3	that it shall indemnify the UK Seller in respect of all Losses that any member of the Sellers'
Group suffers or incurs in connection with or as a result of:



 


		(a)	any act, omission, obligation or liability arising in relation to any UK Employee that occurs or
arises on or after Completion;



 


		(b)	the termination of employment of any UK Employee on or after Completion;



 


		(c)	the Buyer's failure to comply with its obligations under the Regulations. For the avoidance of
doubt, this includes but is not limited to the Buyer's failure to comply with Regulation 13(4) of the Regulations;



 


		(d)	any claim by the Buyer under Regulation 12 of the Regulations;



 


		(e)	any breach by the Buyer of its obligations under this Clause 18.5.



 


		18.6	The UK Seller undertakes to the Buyer that it shall indemnify the Buyer against all Losses incurred
by the Buyer in connection with or as a result of:



 


		18.6.1	any failure by the UK Seller to comply with its obligations under Regulations 11, 13 and 14 of
the Regulations, or any award of compensation under Regulation 15 (insofar as any such failure or compensation does not relate
to any failure, act or omission of the Buyer, including but not limited to the Buyer's failure to comply with Regulation 13(4)
of the Regulations); and



 


		18.6.2	any act, omission, obligation or liability arising in relation to any UK Employee that occurs or
arises in relation to the UK Employee's employment at the UK Seller before Completion.



 


Other Transferring Employees


 


		18.7	If as a result of the sale of the Business and/or the application of the Regulations it is found
or alleged that the employment of any person other than the UK Employees has transferred to the Buyer on or after Completion pursuant
to the Regulations:-



 


		18.7.1	the Buyer shall notify the UK Seller of that fact or allegation as soon as reasonably practicable
after becoming aware of it;



 


		18.7.2	in consultation with the Buyer, the UK Seller shall within 10 Business Days of becoming aware of
that allegation or finding make that person a written offer of employment to commence immediately on terms and conditions that
are no less favourable (when taken as a whole) to the terms and conditions of that person's existing contract of employment with
the Buyer;



 


		18.7.3	if the offer of employment made by the UK Seller is accepted by that person, the Buyer agrees to
permit that person to leave the Buyer's employment without having worked his full notice period, if that person so requests;



 




    	 	22	 



     


    

 


		18.7.4	if the UK Seller fails to make an offer of employment within 10 Business Days of being informed
by the Buyer in writing of any such person, or in the event that the offer referred to in Clause 18.7.2 is declined by that person
within 10 Business Days of the offer being made, the UK Seller agrees that the Buyer shall be entitled to terminate that person's
contract of employment with immediate effect, provided that prior to any termination the Buyer shall consult with the UK Seller
in relation to the termination and uses reasonable endeavours to mitigate any loss; and



 


		18.7.5	the UK Seller shall indemnify the Buyer against any Dismissal Costs arising in connection with
or as a result of any claim or demand by that person relating to their dismissal or their employment on or after Completion:



 


Non-transferring UK
Employees


 


		18.8	If it is found or alleged that the employment of any of the UK Employees has not transferred from
the UK Seller to the Buyer on or after Completion pursuant to the Regulations:-



 


		18.8.1	the UK Seller shall notify the Buyer of that fact or allegation as soon as reasonably practicable
after becoming aware of it;



 


		18.8.2	in consultation with the UK Seller, the Buyer shall within 10 Business Days of becoming aware of
that allegation or finding make that person a written offer of employment to commence immediately on terms and conditions that
are no less favourable (when taken as a whole) to the terms and conditions of the person's existing contract of employment with
the UK Seller, and under which the Buyer agrees to recognise that person's prior service with the UK Seller;



 


		18.8.3	if the offer of employment made by the Buyer is accepted by that person, the UK Seller agrees to
permit that person to leave the UK Seller's employment without having worked his full notice period, if that person so requests;



 


		18.8.4	if the Buyer fails to make an offer of employment within 10 Business Days of being informed by
the UK Seller in writing of any such person, or in the event that the offer referred to in clause 18.8.2 is declined by that person
within 10 Business Days of the offer being made, the Buyer agrees that the UK Seller shall be entitled to terminate that person's
contract of employment with immediate effect, provided that prior to any termination the UK Seller shall consult with the Buyer
in relation to the termination and uses reasonable endeavours to mitigate any loss; and



 


		18.8.5	the Buyer shall indemnify the UK Seller against any Dismissal Costs arising in connection with
or as a result of any claim or demand by that person relating to their dismissal or their employment at the UK Seller on or after
Completion.



 


Conduct of claims


 


		18.9	In the event that on or after Completion any claim is made or threatened against the UK Seller
by a UK Employee (an "Employee Claim"), the Buyer undertakes that it shall:



 


		18.9.1	provide to the UK Seller such information or documents as the UK Seller reasonably requests relating
to the Employee Claim and/or the employment of the relevant UK Employee(s); and



 


		18.9.2	take such action as the UK Seller reasonably requests to avoid, dispute, resist, or mitigate the
Employee Claim in respect of it.



 


		19.	SHARE INCENTIVES 



 


		19.1	The transfer of the UK Employees to the Buyer will be a Relevant Transfer. Certain of the UK Employees
hold awards under the Share Plans. In respect of these UK Employees, and other Employees who hold awards under the Share Plans
and whose employment with the Sellers will be terminated in connection with Completion, the Sellers confirm that the awards under
the Share Plans will be treated as follows:



 




    	 	23	 



     


    

 


		19.1.1	all unvested awards/options under the LTIP and the SOPs will lapse;



 


		19.1.2	there is one vested option under the LTIP, which has not yet been exercised, and this option will
continue to subsist until its original lapse date of 27 March 2022;



 


		19.1.3	Employees who participate in the SIP will be treated as good leavers. The result is that their
partnership Shares and matching Shares under the SIP will be removed from the SIP trust and transferred to them, and the UK tax
advantages available to the SIP participants should remain available in respect of those transferred Shares; and



 


		19.1.4	Employees who participate in the ISIP are expected to be treated as good leavers. The result is
that their employee Shares and their matching Shares under the ISIP will be removed from the ISIP and transferred to them.



 


		19.2	The Buyer shall review its incentive arrangements and shall, having regard to the nature of incentive
arrangements offered to employees of the Buyer’s Group generally, in good faith and wherever practical and appropriate, ensure
Employees who participated (or were given the opportunity to participate) in the Share Plans prior to Completion have the opportunity
to participate in incentive arrangements operated by the Buyer’s Group which are broadly comparable in terms of quantum of
opportunity to the incentive arrangements offered to employees of the Buyer’s Group generally.



 


		20.	US EMPLOYEE
BENEFITS



 


		20.1	At Completion, the Buyer shall offer employment to all US Employees listed on Schedule 2, Part
B on the same terms and conditions and for the same positions as such US Employees are employed by the US Seller immediately prior
to Completion. As at Completion (the “Continuation Period”), the Buyer shall provide each Transferred U.S. Employee
with (i) an annual base salary or wage level, as applicable, and annual cash incentive opportunities that are at least equal to
those provided to each such Transferred U.S. Employee immediately prior to Completion and (ii) employee benefits (including, but
not limited to, equity-based compensation, benefits pursuant to qualified and nonqualified retirement and savings plans) that are
substantially comparable to those provided to each such Transferred U.S. Employee immediately prior to Completion.



 


		20.2	As of Completion, Buyer shall provide to each Transferred U.S. Employee under each U.S. Benefit
Plan, program, arrangement, policy or practice, including without limitation severance, vacation and paid time off plans, established
or maintained by the Buyer (the “Post-Completion Plans”), credit for all purposes (including for purposes of
eligibility to participate, vesting, benefit accrual, early retirement subsidies and severance) for full or partial years of service
with the US Seller performed at any time prior to Completion; provided, that no such prior service shall be taken into account
to the extent it would result in the duplication of benefits to any Transferred U.S. Employee.



 


		20.3	For purposes of each Post-Completion Plan providing medical, dental, prescription drug and/or vision
benefits to any Transferred U.S. Employee, Buyer shall cause all pre-existing condition exclusions, actively-at-work requirements
and waiting periods of such Post-Completion Plan to be waived for such Transferred U.S. Employee and his or her covered dependents,
to the extent any such exclusions or requirements were waived or were inapplicable under the analogous U.S. Benefit Plan immediately
prior to Completion. The Buyer shall cause any Post-Completion Plan to provide each Transferred U.S. Employee with credit for any
co-payments and deductibles paid by such Transferred U.S. Employee and his or her covered dependents prior to Completion and in
the same plan year as the plan year in which Completion occurs for purposes of satisfying any applicable deductible, coinsurance
or maximum out-of-pocket requirements under the analogous Post-Completion Plan for its plan year in which Completion occurs.



 


		20.4	As of Completion, the Buyer shall assume and honor each Transferred U.S. Employee's accrued but
unused vacation days and paid time off days.



 




    	 	24	 



     


    

 


		20.5	As of Completion, the Buyer shall have in effect a defined contribution plan that includes a qualified
cash or deferred arrangement within the meaning of Section 401(k) of the Code with terms and conditions equivalent to Seller’s
401(k) Plan (as hereinafter defined) (“Buyer's 401(k) Plan”) and the US Seller shall, for each Transferred U.S. Employee
participating in a U.S. Benefit Plan prior to Completion that is a defined contribution plan with a qualified cash or deferred
cash arrangement within the meaning of Section 401(k) of the Code (“Seller's 401(k) Plan”), cause the trustees of Seller's
401(k) Plan to transfer in the form of cash, in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1
and Section 208 of ERISA, the full account balance (including promissory notes evidencing all outstanding loans and subject to
any qualified domestic relations orders (QDROs) pursuant to Code Section 414(p)) of such Transferred U.S. Employee as of the valuation
date next preceding the date of transfer, subject to each of the US Seller's and Buyer's reasonable satisfaction that Seller's
401(k) Plan or Buyer's 401(k) Plan, as applicable, is in compliance with all applicable laws and that such plan continues to satisfy
the requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt
from tax under Section 501(a) of the Code. Upon completion of a transfer of a Transferred U.S. Employee's account balances, Buyer
and Buyer's 401(k) Plan shall assume all liabilities of the US Seller and its Affiliates under the Seller’s 401(k) Plan to
provide benefits to such Transferred U.S. Employee to the extent of the account balances so transferred and neither the US Seller
nor Seller's 401(k) Plan shall have any liability whatsoever with respect to such benefits. Notwithstanding anything herein to
the contrary, the US Seller shall be permitted to amend Seller's 401(k) Plan as necessary in order to permit the actions contemplated
herein.



 


		20.6	At Completion, the US Seller shall assign to the Buyer, and the Buyer shall assume, all rights
and obligations of the US Seller under that certain written Employment Agreement between the US Seller and Michael Payne dated
September 22, 2009 (the “Employment Agreement”), and the Buyer shall indemnify, defend and hold harmless the Sellers
from and against any and all liabilities of any nature arising out of relating to said Employment Agreement after Completion.



 


		21.	Apportionments 



 


		21.1	Save as may be provided for in paragraph 12 of Part 1 Schedule 9 of this Agreement:



 


		21.1.1	all rent, rates, and other periodic outgoings relating to or payable or accruing in respect of
the UK Business down to and including the Transfer Date shall be borne by the UK Seller and as from the Transfer Date shall be
borne by the Buyer. Such outgoings and amounts receivable shall if necessary be apportioned accordingly provided that all outgoings
specifically referable to the extent of the user of any property or rights shall be apportioned according to the extent of such
user;



 


		21.1.2	any receivables apportioned to the Buyer under Clause 21.1 shall exclude any amount in respect
of output VAT referable to an invoice issued by the Seller;



 


		21.1.3	all rent, rates, and other periodic outgoings relating to or payable or accruing in respect of
the US Business down to and including the Transfer Date shall be borne by the US Seller and as from the Transfer Date shall be
borne by the Buyer. Such outgoings and amounts receivable shall if necessary be apportioned accordingly provided that all outgoings
specifically referable to the extent of the user of any property or rights shall be apportioned according to the extent of such
user; and



 


		21.1.4	the apportionments to be made pursuant to this Clause 21 shall be agreed between the Sellers
and the Buyer as soon as practicable after Completion and in any event within 28 days following Completion or failing agreement
within such 28 day period such dispute in relation to the same shall be referred to an independent chartered accountant appointed
by agreement between the Buyer and the Sellers and shall in default of agreement on his identity within 14 days of nomination by
either party to the other be appointed on the application of either party by the President for the time being of the Institute
of Chartered Accountants in England and Wales. In reaching a decision such accountant shall act as an expert and not as an arbitrator.
His certificate shall (in the absence of manifest error) be final and binding but if at any time prior to the giving of his certificate
agreement in writing is reached between the Buyer and the Sellers as to some or on the matters in dispute such agreement shall
be binding on the Buyer and the Sellers and the expert shall be notified accordingly. Such expert shall have power to determine
by whom and in what proportions his fees shall be paid.



 




    	 	25	 



     


    

 


		22.	Business Contracts



 


		22.1	All Business Contracts which can be assigned by the Sellers without the consent of any third party
shall be assigned to the Buyer with effect from the Transfer Date.



 


		22.2	The Buyer shall observe, perform and fulfil all the obligations of the Sellers falling due for
performance after the Transfer Date under the Business Contracts in accordance with their terms and accordingly the Buyer hereby
indemnifies the Sellers and shall keep the Sellers indemnified from and against all (i) actions, (ii) proceedings, (iii) reasonably
incurred costs, (iv) damages, (v) claims and (vi) demands in respect of any failure to observe or perform the terms of any of the
Business Contracts after the Transfer Date.



 


		22.3	Insofar as any of the Business Contracts cannot be transferred to the Buyer except by an assignment
made with the consent of another party or by novation, then (without prejudice to any other rights of the Buyer) the following
provisions shall apply:-



 


		22.3.1	this Agreement shall not constitute an assignment or an attempted assignment of the relevant Business
Contract if the assignment or attempted assignment would constitute a breach of that Business Contract;



 


		22.3.2	the Buyer shall be responsible (at its own expense) for obtaining, and shall use all reasonable
endeavours to obtain, any such consent or novation;



 


		22.3.3	if and to the extent that no arrangements contained in Clauses 22.3.2 can be made the parties
shall use reasonable endeavours to procure that such Business Contract is terminated without liability to either of them and neither
the Sellers nor the Buyer shall have any further obligation to the other relating to such Business Contract.



 


		22.4	The Buyer shall, if a Seller shall so request, join in the execution of any novation of any such
Business Contract to the Buyer.



 


		22.5	Any form of novation or assignment entered into pursuant to Clauses 22.3 or 22.4 will provide:-



 


		22.5.1	for an undertaking from the Buyer with the persons, firms or companies with whom the relevant Seller
has entered into such Business Contracts to be bound by the terms thereof in every way as if the Buyer was a party thereto in lieu
of that Seller;



 


		22.5.2	that such persons, firms and companies release and discharge the relevant Seller from all claims
and demands, whatsoever arising after the Transfer Date in respect thereof; and



 


		22.5.3	that such persons, firms and companies accept the obligations of the Buyer in every way as if the
Buyer was named in such Business Contract as party thereto in place of the relevant Seller and until such novation the Buyer shall
indemnify and keep the relevant Seller indemnified against any (i) losses, (ii) reasonably incurred costs, (iii) damages or (iv)
liabilities under or arising from the Business Contracts after the Transfer Date.



 


		22.6	Nothing in this Agreement shall render the Sellers liable to the Buyer in respect of any losses,
costs, damages, expenses, or liabilities incurred by the Buyer to any third party by reason of any of the Sellers carrying into
effect the provisions of this Clause 22.



 


		23.	Value Added Tax



 


		23.1	Save as otherwise provided in this Agreement the Consideration and all other sums payable by the
Buyer under this Agreement and all supplies (whether actual or deemed) made under or pursuant to this Agreement are exclusive of
VAT which shall (where applicable) be payable in addition to the payments in question.



 


		23.2	The UK Seller and the Buyer intend that Article 5 of the Value Added Tax (Special Provisions)
Order 1995 ("Article 5") shall apply to the sale of the Assets under this Agreement, so that the sale is treated
as neither a supply of goods nor a supply of services pursuant to the provisions of that article and with a view to procuring that
that article shall apply, the Buyer:-



 




    	 	26	 



     


    

 


		23.2.1	declares that it is duly registered in the UK for VAT purposes pursuant to the VATA 1994;



 


		23.2.2	declares that with effect from Completion the Assets will be used by the Buyer in carrying on the
same kind of business as that carried on by the UK Seller prior to Completion; and



 


		23.2.3	agrees to supply to the UK Seller prior to Completion evidence in such form as the UK Seller may
reasonably require that it has complied with the undertakings in Clauses 23.2.1 and 23.2.2.



 


		23.3	If HM Revenue & Customs rule that VAT is chargeable on any supply by the UK Seller under this
Agreement, the Buyer shall pay to the UK Seller the amount of that VAT and any related interest and penalties by the later of Completion
and five days after the UK Seller gives the Buyer written notice of the ruling.



 


		23.4	The relevant member of the Seller's Group shall issue to the Buyer a valid VAT invoice in respect
of any VAT payable in respect of a supply made under or pursuant to this Agreement.



 


		23.5	If the Buyer fails to pay the amount of the VAT on the due date as specified in a VAT invoice provided
to the Buyer pursuant to Clause 23.4, it shall pay interest on that amount from the due date until actual payment (excluding any
period for which interest indemnified under Clause 23.3 runs) at the rate of 4% per annum above the base rate for the
time being of Barclays Bank Plc compounded monthly.



 


		23.6	The UK Seller and the Buyer intend that section 49 of the Value Added Tax Act 1994 shall
apply to the sale of the Assets by the UK Seller under this Agreement and accordingly the UK Seller shall preserve the VAT records
for such period as may be required by law and shall during that period permit the Buyer or its agents reasonable access to them
to inspect or make copies of them.



 


		24.	access to information



 


		24.1	For the period of three (3) years after Completion the Buyer shall make available to the Sellers
for inspection and (at the Sellers' own cost and expense) copying the Records and any other records and documents relating to the
Business.



 


		24.2	For a period of 18 months after Completion the Buyer shall give to the Sellers, subject to the
payment by the Sellers of any costs reasonably incurred by the Buyer, such information and assistance relating to the Business
and the Assets (including access to the employees of the Buyer employed in the Business after Completion) as the Sellers may reasonably
require for the purposes of fulfilling their legal and/or regulatory obligations, and/or for dealing with any costs, claims, or
proceedings arising in respect of the Business and/or Assets for the period prior to the Transfer Date.



 


		24.3	The Buyer acknowledges that the information relating to the affairs of the Sellers supplied to
the Buyer and/or to the Buyer’s professional advisers and, without prejudice to the generality of the foregoing, any information
comprised in the accounting records and VAT records of the Business are strictly confidential and will not without the Sellers'
prior consent disclose any such information to any other person, firm or company unless required in writing to do so by any governmental
authority.



 


		25.	Announcements



 


		25.1	Subject to Clause 25.2, neither the Buyer nor the Sellers shall make or send any announcement,
communication or circular relating to the subject matter of this Agreement unless (i) such party has first obtained the other party's
written consent to the form and text of such announcement, such consent not to be unreasonably withheld, (ii) as required by U.S.
federal securities law , or (iii) to the extent such disclosure is required by U.S. law or the Buyer’s trading market’s
regulations.



 




    	 	27	 



     


    

 


		25.2	Clause 25.1 does not apply to an announcement, communication or circular required by law by
the United Kingdom Listing Authority, the Financial Conduct Authority, the London Stock Exchange Plc, US federal securities law,
NASDAQ or by any governmental authority, in which event the party required to make or send such announcement, communication or
circular shall, where practicable, first consult with the other party as to the content of such announcement.



 


		26.	Notices



 


		26.1	Any notice or other communication pursuant to, or in connection with, this Agreement shall be in
writing in the English language and delivered by hand, or sent by first class pre-paid recorded delivery post (air mail if overseas),
to the party due to receive such notice at its registered office from time to time (or to such other address as may from time to
time have been notified in writing to the other party in accordance with this Clause 26.1) or by sending it by email to the email
address of the party concerned set out in this Clause 26.1, or to such other email address as may from time to time have been notified
in writing to the other party in accordance with this Clause 26) (subject to the original notice or communication being sent
by post on the same day in the manner specified above):-



 


UK Seller email address: Alison.unitt@vislink.com;


 


US Seller email address: Alison.unitt@vislink.com;


 


Guarantor email address: Alison.unitt@vislink.com;


 


Buyer email address: rbranton@mooersco.com.


 


		26.2	Subject to Clause 26.3, any notice or other communication shall be deemed to have been served:-



 


		26.2.1	if delivered by hand, at the time of delivery;



 


		26.2.2	if sent by pre-paid first class recorded delivery post (other than air mail), two days after posting
it;



 


		26.2.3	if sent by air mail, six days after posting it;



 


		26.2.4	if sent by email (subject to the original notice or communication being sent by post on the same
day in the manner specified in Clause 26.1) one hour after despatch subject to receipt during Working Hours.



 


		26.3	If a notice or other communication is given or deemed given at a time or on a date which is not
a Business Day, it shall be deemed to have been given on the next Business Day.



 


		26.4	To prove service of a notice or other communication, in the case of a notice or other communication
sent by fax, it is sufficient to prove that the notice or other communication was transmitted by email to the email address of
the relevant party set out or otherwise communicated to the other party in accordance with Clause 26.1 above in the case of a notice
or other communication delivered by post, the envelope containing the notice or other communication was properly addressed and
posted.



 


		27.	entire agreement



 


		27.1	This Agreement (together with all documents executed pursuant to it) constitutes the entire agreement
between the parties in relation to its subject matter and replaces and extinguishes all prior agreements, undertakings, arrangements
or statements (in whatever form) with respect to such subject matter.



 


		27.2	The Buyer hereby acknowledges that it has not relied on any representation, warranty or undertaking
(whether written or oral) in relation to the subject matter of this Agreement other than the Warranties.



 




    	 	28	 



     


    

 


		27.3	Without prejudice to the provisions of Clause 8 (Warranties) each party irrevocably and unconditionally
waives any rights it may have to claim damages against the other for any misrepresentation (whether made carelessly or not) not
set out in this Agreement or for breach of any warranty not set out in this Agreement unless misrepresentation was made fraudulently.



 


		27.4	Each party irrevocably and unconditionally waives any right it may have to seek to rescind or terminate
this Agreement on the basis of any misrepresentation made by the other (whether made carelessly or not) not set out in this Agreement
unless such misrepresentation was made fraudulently.



 


		27.5	No future variation of this Agreement shall be effective unless made in writing and signed by or
on behalf of each party.



 


		28.	Further Assurance



 


For a period of twelve (12)
months following the date of Completion the Sellers at the reasonable cost of the Buyer shall do or procure the doing of all such
acts and things and/or execute or procure the execution of such documents in a form satisfactory to the Buyer as the Buyer considers
reasonably necessary for the purpose of vesting the Business and the Assets in the Buyer or giving the Buyer the full benefit of
all the provisions of this Agreement.


 


		29.	Invalidity



 


If any provision of this Agreement
is held to be unenforceable or illegal, in whole or in part, such provision or part shall to that extent be deemed not to form
part of this Agreement but the enforceability of the remainder of this Agreement shall remain unaffected.


 


		30.	Effect of Completion



 


This Agreement (and in particular
the Warranties) in so far as any of its provisions remain to be, or are capable of being, performed or observed, shall remain in
full force and effect after Completion.


 


		31.	Waiver



 


		31.1	The failure by the Buyer to exercise or delay in exercising any right or remedy under this Agreement
shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies the Buyer may otherwise have and
no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy
or the exercise of any other right or remedy.



 


		31.2	The parties' rights and remedies contained in this Agreement are in addition to, and not exclusive
of, any other rights or remedies available at law.



 


		32.	Costs



 


		33.	The Buyer and the Sellers shall each pay its own costs in relation to the negotiation, preparation,
execution and implementation of this Agreement and of each document referred to in this Agreement.



 


		34.	All transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including
any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents shall be borne and paid
by the Buyer when due. The Buyer shall, at its own expense, timely file any tax return or other document with respect to such taxes
or fees (and the Sellers shall provide reasonable cooperation with respect thereto as reasonably requested by the Buyer).



 


		35.	Assignment



  


		 	This Agreement is personal to the parties and neither it
nor any benefit arising under it may be assigned without the prior written consent of the other party and neither party shall
purport to assign or transfer this Agreement.



 




    	 	29	 



     


    

 


		36.	Contracts (Rights of Third Parties) Act 1999



 


Except as expressly provided
in this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties)
Act 1999 to rely upon or enforce any term of this Agreement provided that this does not affect any right or remedy of the
third party which exists or is available apart from that Act.


 


		37.	Counterparts



 


This Agreement may be executed
in any number of counterparts and by each of the parties on separate counterparts each of which when executed and delivered shall
be deemed to be an original, but all the counterparts together shall constitute one and the same agreement.


 


		38.	Law and Jurisdiction and Service of Process



 


		38.1	This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes and claims) are governed by, and shall be construed in accordance with,
English law.



 


		38.2	The parties hereby submit to the exclusive jurisdiction of the High Court of England and Wales
in relation to any matter, dispute or claim arising out of or in connection with this Agreement, its implementation or effect or
in relation to its existence or validity (including non-contractual disputes or claims).



 


		38.3	The parties hereby agree that any legal proceedings may be served on them by delivering a copy
of such proceedings to them at their respective address set out in this Agreement.



 


		39.	SERVICE OF PROCESS



 


		39.1	In relation to this Agreement each of:-



 


		39.1.1	US Seller appoints Vislink plc of Marlborough House, Charnham Lane, Hungerford, Berkshire, RG17
0EY; and



 


		39.1.2	Buyer appoints Integrated Microwave Technology Ltd (company number 10523708) of Waterside House,
Earls Colne Business Park, Colchester, United Kingdom, CO6 2NS,



 


to be their respective agent
for the receipt of service of Service Documents. Each such party agrees that any Service Documents may be effectively served on
it in connection with any proceedings in England and Wales by service on its agent effected in any manner permitted at that time
by the Civil Procedure Rules of England and Wales, save that the parties agree that service shall not be permitted by e-mail.


 


		39.2	If an agent at any time ceases for any reason to act as such for a party, the appointing party
shall appoint a replacement agent having an address for service in England or Wales and shall notify the other parties of the name
and address of the replacement agent. Failing such appointment and notification, any other party shall be entitled, by notice to
that appointing party, to appoint a replacement agent to act on its behalf. The provisions of this Clause applying to service on
an agent apply equally to service on a replacement agent.



 


		39.3	A copy of any Service Document served on an agent shall also be sent directly to the appointing
party in accordance with the provisions of Clause 26 above. Failure or delay in so doing shall not prejudice the effectiveness
of the service of the Service Document.



 


SIGNED by or on behalf of the parties
on the date which first appears in this Agreement.


 




    	 	30	 



     


    

 


Schedule 1


 


Part 1
UK BUSINESS ASSETS AND PURCHASE PRICE


 


	ASSET	 	PURCHASE PRICE	 
	 	 	 	 
	Property	 	$	0	 
	 	 	 	 	 
	Fixed Plant	 	$	1	 
	 	 	 	 	 
	Moveable Equipment	 	$	550,000	 
	 	 	 	 	 
	Stock	 	$	6,060,000	 
	 	 	 	 	 
	Motor Vehicles	 	$	0	 
	 	 	 	 	 
	Business Contracts	 	$	1	 
	 	 	 	 	 
	Trade Debtors	 	$	8,800,000	 
	 	 	 	 	 
	Business Information	 	$	1	 
	 	 	 	 	 
	Intellectual Property Rights	 	$	129,995	 
	 	 	 	 	 
	Computer Systems	 	$	220,000	 
	 	 	 	 	 
	Records	 	$	1	 
	 	 	 	 	 
	Assumed Liabilities	 	$	(4,260,000	)
	 	 	 	 	 
	All other items referred to in Clause 2.1 except the Stock	 	$	1	 
	 	 	 	 	 
	TOTAL	 	$	11,500,000	 



 


Part 2
US BUSINESS ASSETS AND PURCHASE PRICE


 


	ASSET	 	PURCHASE PRICE	 
	 	 	 	 
	Property	 	$	0	 
	 	 	 	 	 
	Fixed Plant	 	$	1	 
	 	 	 	 	 
	Moveable Equipment	 	$	50,000	 
	 	 	 	 	 
	Stock	 	$	5,100,000	 
	 	 	 	 	 
	Motor Vehicles	 	$	0	 
	 	 	 	 	 
	Business Contracts	 	$	1	 
	 	 	 	 	 
	Trade Debtors	 	$	3,330,000	 
	 	 	 	 	 
	Business Information	 	$	1	 
	 	 	 	 	 
	Intellectual Property Rights	 	$	869,995	 
	 	 	 	 	 
	Computer Systems	 	$	170,000	 
	 	 	 	 	 
	Records	 	$	1	 
	 	 	 	 	 
	Assumed Liabilities	 	$	(5,020,000	)
	 	 	 	 	 
	All other items referred to in Clause 2.1 except the Stock	 	$	1	 
	 	 	 	 	 
	TOTAL	 	$	4,500,000	 



 




    	 	31	 



     


    

 


Schedule 2




 


THE
EMPLOYEES


 


(A) UK BUSINESS EMPLOYEES


 


	Vasilyeu, Andrei
	Bunton, Trevor
	Butcher, Ian
	Hallas, Craig
	Huynh, Suong Tue
	Jackson, Ashley
	Mayers, Jamie
	Jones, Barry
	Lee, Alan
	Pearce, James
	Rouse, Martin
	Rowe, Tudor
	Smith, David
	Tinworth, Michael
	Thomas, Robert
	Wagstaff, Stuart
	Wartalowitz, Lukasz
	Williams, Paul
	Williamson, Robert
	Wright, Andrew
	Kurshumlija, Ylli
	Reeves, Jason
	Whitworth, Craig
	Bell, Kathleen
	Batchford, Mark
	Crabb, Richard
	Nag, Laying
	Barrel, Daniel
	Old ford, Carl
	Brown, Sharon
	Cattermole, Trevor
	Chow, Michael
	Lewder, Chris
	Cobb, David
	Davies, Robert
	Dawson, Steve
	Halls, Jeremy
	Harniman-Coote, Sharon
	Harvey, Kathleen
	Irvine, David 
	Lincoln, Stuart
	Rana, Faheem
	MacLachlan, Gavin
	Moore, Roger 


 




    	 	32	 



     


    

 


	Nguyen, Hau
	Pankiewicz, Pawel
	Parker, Sally
	Price, Tony 
	Radomski, Karol
	Jamarkatell, Suresh
	Hornett, Stephen
	Thurgood, Jack
	Tinham, Stuart
	Vianello, Paolo
	Gouge, Sophie
	Kotecha, Rajiv
	Webb, Robert
	Farrar, James
	Wells, Jay
	Gopakumaran Nair Saralabaiamma, Binoy
	Ijaz, Asad
	Makarov, Alexander
	Melville, Dave
	Milston, Matthew
	Mowforth, Kim
	Rogers, Steve
	Rubin, Mark
	Walker, Samantha
	Ashton-Potter, Fiona
	Bills, Philippa
	Canham, Antony
	Pike, Alexander
	Walton, James
	Brown, Lisa
	Lane, Erica
	Morgan, Lorraine
	Young, Elaine
	Waller, Reine
	Zipser, Dariusz
	Mann, Ben
	Darby, John
	Moss, Doug
	Patel, Kishor
	King, Robert
	Mann, Julie
	Newbegin, Flori
	Robins, David
	Wood, Colin
	Cole, Philip
	Coward, Sam


 




    	 	33	 



     


    

 


	Dalton, Chris
	Khambatta, Pritesh
	Mulcahy, John
	Simpkins, Adrian
	Watts, Martin
	Swindells, Richard


 


(B) US BUSINESS EMPLOYEES


 


	Adusumilli, Jitendra
	Bettencourt, Lee
	Bhamidi, Aditya
	Friedlander, Will
	Gao, Wendy
	Grasso, Darin
	Jacobson, Steve
	Landers, Sean
	Mangeym, Vadim
	McCauslin, Lucas
	Mudide, Kumar
	Paradiso, Ray
	Woodbury, Bruce
	Norridge, Paul
	Payne, Michael
	Molina, Ivan
	Molina, Maria
	Pena-Marin, Jorge
	Baglio, Jim
	Arsenault, Claude
	Bourassa, Cyndie
	Boyer, Rick
	Desmarais, Evan
	Dominick, Mike
	Fergusson, Doug
	Finocchario, Mary
	Hall, Natalie
	Jensen, Brenda
	Johnson, Dwayne
	Kelly, Joe
	Levasseur, Jim
	Medina, Manuela
	Rousseau, Paul
	Roy, Carol
	Silva, Genny
	Slawson, Paul
	Thessen, Lauren
	True, Angela


 




    	 	34	 



     


    

 


	McCulley, Eric
	Dennis, Kevin
	DiDio, Barbara
	Gibbons, Christopher
	Yarwood, Jamie
	Larsen, Andy
	Morrissette, Bob
	Scott, Kimberly
	Sousa, Linda
	D'Arcangelo, Vance
	Foley, Marci
	Furman, Paul
	Miller, Rich
	Schnell, Bryan
	Shaikh, Wasim
	Shane, Ray
	Zhou, Tinei
	Zubiri, David


 




    	 	35	 



     


    

 


Schedule 3


 


WARRANTIES


 


(Clause 8)


 


		1.	CAPACITY AND AUTHORITY



 


Incorporation and existence


 


		1.1	The Guarantor and UK Seller are companies duly incorporated and validly existing under English
law.



 


		1.2	The US Seller is a company duly incorporated in the state of Delaware, United States of America
and validly existing under United States law.



 


Power and authority


 


		1.3	Subject to paragraph 3.6.3(a) of Part 1 Schedule 9 of this Agreement, the Sellers have
the legal right and full power and authority to execute and deliver, and to exercise its rights and perform their respective obligations
under, this Agreement and all the documents which are to be executed by them at Completion.



 


		1.4	Each of the Sellers has the legal right and full power and authority to carry on the Business carried
on by it.



 


Corporate action


 


		1.5	All corporate action required by the Sellers validly and duly to authorise the execution and delivery
of, and to exercise their rights and perform their obligations under, this Agreement and all other documents which are to be executed
at the date of this Agreement has been duly taken.



 


		2.	ASSETS



 


Title and condition


 


All the Assets sold by a Seller
are beneficially and (other than the Leased Assets) are legally owned by that Seller free from any Encumbrance.


 


		3.	INSURANCE



 


		3.1	A list of all current insurance and indemnity policies (the "Policies") relating
to the Business and the Assets has been disclosed in writing to the Buyer.



 


		3.2	Details of all insurance claims relating to the Business and Assets made over the last two years
are set out in the Disclosure Letter.



 


		4.	CONTRACTS



 


Types of Contracts


 


Save as disclosed in the Disclosure
Letter none of the Material Business Contracts:-


 


		4.1.1	was entered into otherwise than in the ordinary and usual course of the Business or by way of a
bargain at arm's length;



 


		4.1.2	is an agreement or arrangement whereby the relevant Seller is a member of a joint venture, consortium,
partnership or incorporated or unincorporated association (other than bona fide trade associations);



 




    	 	36	 



     


    

 


		4.1.3	is an agreement or arrangement which restricts the freedom of each of the Sellers to carry on the
whole or any part of the Business in any part of the world in such manner as it thinks fit.



 


		4.2	For the purposes of this paragraph 4, the term "Material Business Contracts" means the
Contracts the Business has entered into with its top 10 customers and suppliers by revenue in 2015.



 


		5.	INSIDER AGREEMENTS



 


There are no agreements or
arrangements affecting the Business to which the Sellers are a party and in which any of the directors of the Sellers are interested.


 


		6.	INTELLECTUAL PROPERTY



 


In this paragraph 6 "Owned
Intellectual Property" shall mean all registered Intellectual Property Rights and all unregistered Intellectual Property Rights
material for the carrying on of the UK Business and/or the US Business.


 


		6.1	The only warranties in this Agreement that apply to Intellectual Property are those set out in
this paragraph 6.



 


		6.2	Part 1 of Schedule 8 contains a list of (a) all registered Intellectual Property Rights material
for the carrying on of the UK Business and (b) all registered Intellectual Property Rights material for the carrying on of the
US Business and in each case owned by a Seller and/or the Guarantor.



 


		6.3	A Seller and/or the Guarantor is the sole legal and beneficial owner of the Owned Intellectual
Property free from all Encumbrances.



 


		6.4	In respect of all registered Owned Intellectual Property or Owned Intellectual Property that is
subject to application for registration all application, filing, registration and renewal fees have been paid as and when due.
So far as the Sellers are aware none of the registrations or applications included in the Owned Intellectual Property is subject
to amendment, challenge, removal or surrender.



 


		6.5	Part 2 of Schedule 8 (Intellectual Property) contains details of all material IP Licences.



 


		6.6	No notice to terminate any of the IP Licences has been given or threatened and so far as the Sellers
are aware there are no circumstances which may give rise to a right under any IP Licence for either party to terminate such IP
Licence.



 


		6.7	So far as the Sellers are aware, none of the processes and methods employed, the business conducted,
the services provided or the products manufactured, used or dealt with by the Sellers in connection with the Business infringes
any Intellectual Property of any third party.



 


		6.8	So far as the Sellers are aware there exists no actual or threatened infringement of any of the
Owned Intellectual Property or, so far as the Sellers are aware, any circumstance likely to constitute such an infringement.




 


		6.9	The Sellers have not disclosed or agreed to disclose any material Confidential Information or Know
How which is confidential in nature to any person other than (i) to their employees who are bound by obligations of confidence
or (ii) properly in the ordinary and usual course of business; or (iii) under obligations of confidence.



 


		7.	IT 



 


		7.1	The only warranties in this Agreement that apply to Computer Systems and software are those set
out in this paragraph 7.



 


		7.2	A description of the Computer Systems is set out in the Disclosure Letter, together with details
of the Company's disaster recovery plan.



 




    	 	37	 



     


    

 


		7.3	The Computer Systems:



 


		7.3.1	are in operating order; and



 


		7.3.2	have adequate capacity (considering the nature, size and resources of the Business) for the present
needs of the Business.



 


		7.4	So far as the Sellers are aware, the Computer Systems are either owned or properly licensed or
leased to the Sellers.



 


		7.5	Details of all software comprised in the Computer Systems which is written or commissioned, or
owned, by the Sellers is set out in Part 3 of Schedule 8.



 


		7.6	Details of all software licences (other than licences for standard packaged software) in respect
of software used in the Business have been disclosed. So far as the Sellers are aware, the Sellers have not materially breached
the terms of any such licence and no notices of breach or termination have been served on or by the Sellers in respect of any such
licence.



 


		7.7	The domain names listed in Schedule 8 are all the domain names used in the Business as presently
carried on (the "Domain Names").



 


		8.	INSOLVENCY



 


		8.1	No order has been made or petition presented or resolution passed for the winding up of the Sellers
or for the appointment of a provisional liquidator to any of the Sellers or for an administration order in respect of any of the
Sellers.



 


		8.2	No receiver or manager has been appointed by any person of the whole or any part of the business
or assets of any of the Sellers.



 


		8.3	No voluntary arrangement has been proposed under section 1 of the Insolvency Act 1986
in respect of any of the Sellers and no compromise or arrangement has been proposed, agreed to or sanctioned under Part 26 of the
Act in respect of any of the Sellers.



 


		8.4	There is no unfulfilled or unsatisfied judgement or court order outstanding against any of the
Sellers.



 


		9.	EMPLOYEES 



 


Particulars of Employees


 


		9.1	There are no employees other than the Employees employed in the Business, and none of the Sellers
have offered employment in the Business to any other person.



 


		9.2	The Disclosure Letter contains complete and accurate particulars for each Employee in respect of
the following:



 


		9.2.1	Name;



 


		9.2.2	Age;



 


		9.2.3	Date of commencement of employment and date of commencement of continuous employment;



 


		9.2.4	Scale or rate of remuneration or the method of calculating remuneration;



 


		9.2.5	The intervals at which remuneration is paid;



 


		9.2.6	Terms and conditions relating to:



 




    	 	38	 



     


    

 


		(a)	hours of work (including any terms and conditions relating to normal working hours);



 


		(b)	entitlement to holidays, including public holidays, and holiday pay (including details of holiday
pay payable on termination); and



 


		(c)	incapacity for work due to sickness or injury, including any provision for sick pay.



 


		9.2.7	Notice period (to be given and received by each Employee);



 


		9.2.8	The title of the job which each Employee is employed to do or a brief description of the work for
which he is employed;



 


		9.2.9	Where the employment is not expected to be permanent, the period for which it is expected to continue
or, if it is for a fixed term, the date when it is to end;



 


		9.2.10	Either the place of work or, where the Employee is required or permitted to work at various places,
an indication of that;



 


		9.2.11	Where any Employee is required to work outside the United Kingdom for a period of more than one
month –



 


		(a)	The period for which he is to work outside the United Kingdom;



 


		(b)	The currency in which remuneration is to be paid while he is working outside the United Kingdom;



 


		(c)	Any additional remuneration payable to him, and any benefits to be provided to or in respect of
him, by reason of his being required to work outside the United Kingdom, and



 


		(d)	Any terms and conditions relating to his return to the United Kingdom;



 


		9.2.12	Disciplinary rules or disciplinary or dismissal procedures;



 


		9.2.13	Name or description of a person to whom an Employee can apply if dissatisfied with any disciplinary
or dismissal decision taken relating to him, and the manner in which any such application should be made;



 


		9.2.14	Name or description of a person to whom an Employee can apply for the purpose of seeking redress
of any grievance relating to his employment, and the manner in which any such application should be made.



 


		9.3	Each Employee is employed solely by one of the Sellers and not by any other person or jointly with
any other person. Each Employee is employed exclusively in the Business.



 


Terms and Conditions


 


		9.4	Copies of all standard terms and conditions of employment between the UK Seller and the Employees
are detailed in the Disclosure Letter.



 


Termination



 


		9.5	No Employee will be entitled as a result of or in connection with this Agreement or the transfer
of the Business pursuant to this Agreement to terminate his employment with the Sellers or to receive any payment, reward or benefit
of any kind.



 




    	 	39	 



     


    

 


Accrued and Potential Liabilities


 


		9.6	So far as the Sellers are aware, no Employee has any material claim, outstanding or contingent
or anticipated, against the Sellers arising out of an act or omission by the Sellers on or before the date of this Agreement.



 


		9.7	So far as the Sellers are aware, none of the Employees is in breach of his contract of employment
or any other obligation or duty he owes to the Sellers.



 


		9.8	No Employee has any current disciplinary sanction in force against him or is currently or has been
within the last 2 years the subject of any disciplinary investigation or procedure.



 


		9.9	None of the Employees has brought any court or tribunal case, claim or action against the Sellers
within the last 2 years, and the Sellers do not have reasonable grounds to believe that any of the Employees may bring any court
or tribunal case, claim or action against the Buyer arising out of their employment with the Sellers.



 


		10.	SHARE INCENTIVES



 


Other than the share awards
set out in the Disclosure Letter, no Employees hold outstanding options or awards related or linked to Shares or to the shares
of any member of the Sellers' Group.


 


		11.	TAXATION



 


Disputes


 


		11.1	The Sellers are not involved in any dispute with HM Revenue & Customs, the U.S. Internal Revenue
Service, or U.S. Customs and Border Protection concerning any matter likely to materially adversely affect the Business.



 


		12.	UK PENSIONS 



 


		12.1	The UK Pension Scheme and the Life Assurance Scheme are the only agreements or arrangements under
which the UK Seller has or could have any liability for the purposes of providing benefits on retirement or death in respect of
the UK Employees.



 


		12.2	Particulars of the contributions payable to the UK Pension Scheme and the benefits payable under
the Life Assurance Scheme in respect of the UK Employees have been disclosed.



 


		12.3	All benefits under the UK Pension Scheme are calculated on a defined contribution basis only.



 


		12.4	All amounts payable to and in respect of the UK Pension Scheme and the Life Assurance Scheme in
respect of the UK Employees which fell due prior to Completion have been paid.



 


		13.	US EMPLOYEE BENEFITS 



 


Warranties - Employee Benefits
Matters


 


		13.1	The US Seller maintains, sponsors, contributes to, or is required to contribute to the following
U.S. Benefit Plans primarily for the benefit of employees in the United States: (i) medical insurance, (ii) prescription drug insurance,
(iii) Section 125 plan with premium conversion, medical flexible spending and dependent care flexible spending accounts, (iv) HRA,
(v) dental insurance, (vi) short term disability insurance, (vii) long term disability insurance, (viii) life insurance, (ix) voluntary
life insurance, (x) accidental death & dismemberment, (xi) paid time off, (xii) 401(k) plan, (xiii) international share incentive
plan, (xiv) 2008 long term incentive plan.



 


		13.2	No U.S. Benefit Plan is subject to Title IV of ERISA or is otherwise a defined benefit plan as
defined in Section 3(35) of ERISA (a “Title IV Plan”) and the US Seller has never sponsored, maintained or contributed
to a Title IV Plan.



 




    	 	40	 



     


    

 


		13.3	No U.S. Benefit Plan is or has been a multiemployer plan within the meaning of Section 3(37) of
ERISA (a “Multiemployer Plan”) and the US Seller has never sponsored, maintained or contributed to a Multiemployer
Plan.



 


		13.4	Each U.S. Benefit Plan has at all times and in all material respects been maintained and administered
in compliance with its terms and all applicable provisions of the Code, ERISA and other applicable law. Other than routine claims
for benefits, there are no actions, audits, investigations, suits, or claims pending or, to the knowledge of the US Seller, threatened,
against any U.S. Benefit Plan or any fiduciary thereof or against the assets of any U.S. Benefit Plan.



 


		13.5	Each U.S. Benefit Plan which is intended to be “qualified” within the meaning of Section
401(a) of the Code has been determined by the IRS to be so qualified and such determination has not been modified, revoked, or
limited and, no circumstances have occurred that would materially and adversely impact the tax-qualified status of any such U.S.
Benefit Plan.



 


		13.6	None of the U.S. Benefit Plans provides health, life or other benefits to current employees or
retirees of the U.S. Seller or their spouses or other dependents following retirement or other termination of employment (other
than as required under Section 4980B of the Code or similar state law).



 


		13.7	All contributions required to have been made under any U.S. Benefit Plan or by Law have been timely
made.



 


		13.8	Except as set forth in this Agreement, neither the execution of this Agreement nor any of the transactions
contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any
current or former manager, officer, employee, independent contractor or consultant of the US Seller to severance pay or any other
payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual;
(iii) limit or restrict the right of the US Seller to merge, amend or terminate any U.S. Benefit Plan; (iv) increase the amount
payable under or result in any other material obligation pursuant to any U.S. Benefit Plan; or (v) result in “excess parachute
payments” within the meaning of Section 280G(b) of the Code.



 


		13.9	Each U.S. Benefit Plan that is subject to Section 409A of the Code has been operated in compliance
with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations).



 


Warranties - Employment
Matters


 


		13.10	With respect to Target U.S. Employees, all compensation, including wages, commissions and bonuses,
which were due and payable on or prior to Completion to employees, independent contractors or consultants of the US Seller for
services performed on or prior to Completion have been paid when due and except as otherwise disclosed, and except for payments
which are due after Completion, there are no outstanding agreements, understandings or commitments of the US Seller with respect
to any compensation, commissions or bonuses.



 


		13.11	With respect to Target U.S. Employees, the US Seller (i) is not party to or bound by any collective
bargaining agreement or any other contract, agreement, or relationship with any labour organization or union or similar representative
of employees; (ii) is not party to any settlement agreement, consent decree or other agreement containing continuing compliance
or reporting obligations entered into to resolve any labour or employment matter. Further, there are no pending or, to the knowledge
of the US Seller, threatened strikes, work stoppages, slowdowns, unfair labour practice charges or complaints, or other similar
labour disputes, and no such disputes have occurred within the past five (5) years; and to the knowledge of the US Seller, there
are no ongoing or threatened union organizing or decertification activities or campaigns involving any of the employees of the
US Seller, and no such activities have taken place in the past five (5) years.



 


		13.12	Except as otherwise would not, individually or in the aggregate, have a material adverse effect
on the US Business, and except for any obligations of the US Seller and/or Buyer in connection with the termination of US employees
by the US Seller upon Completion, including without limitation, any required compliance with the federal Worker Adjustment and
Retraining Notification (WARN) Act or any state equivalent of the WARN Act, the US Seller is in compliance with all material obligations
(if any) regarding laws, governmental orders, agreements, contracts and policies relating to the employment of its employees, including
all such laws and governmental orders relating to wages, hours, collective bargaining, hiring, compensation, benefits, terms and
conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights, employee
classification, occupational safety and health, workers’ compensation, and pay equity. Except as otherwise would not, individually
or in the aggregate, have a material adverse effect on the US Business, the US Seller has not been the subject of any order or
action relating to employment of its employees during the past five (5) years.



 




    	 	41	 



     


    

 


Schedule 4


 


LIMITATIONS
ON SELLERS' LIABILITY


 


(Clause 9)


 


		1.	DEFINITIONS USED IN THIS SCHEDULE



 


In this Schedule:-


 


	"Claim"	means any claim (whether in contract, tort, misrepresentation or otherwise) made by the Buyer for breach of any of the Warranties or any other provision of this Agreement 
	 	 
	"Benefit"	means a payment, discount, credit, relief, indemnity, saving or other similar benefit, including any Tax Relief
	 	 
	"Event"	means any event, act, transaction, arrangement, default or omission, including, without limitation, the receipt or accrual of any income or gains or any distribution, failure to distribute, cessation or commencement of business, acquisition, disposal, transfer, payment, loan or advance
	 	 
	"Tax Authority"	means any government, state or other fiscal, revenue, customs or excise authority, body or official having functions in relation to tax
	 	 
	"Tax Relief"	means any relief, allowance, deduction, exemption or set-off relevant to the computation of any liability for Tax or any credit against Tax or right to repayment of Tax
	 	 
	"Tax Warranties"	means the warranties contained in paragraph 11 of Schedule 3


 


		2.	LIMITATIONS ON QUANTUM



 


		2.1	The Sellers shall have no liability whatsoever in respect of any Claim unless:-



 


		2.1.1	the liability of the Sellers in respect of an individual Claim (or series of related Claims with
respect to related facts or circumstances) exceeds $50,000 (excluding interest and costs) (a "Qualifying Claim");
and



 


		2.1.2	the aggregate amount of the liability of the Sellers for all such Qualifying Claims exceeds $250,000
(in which event the Sellers shall be liable for the initial $250,000 plus the excess over $250,000).



 


		2.2	The total aggregate amount of the liability of the Sellers in respect of all Claims shall not in
any event exceed $6,000,000 (including all reasonable (i) legal and other professional fees and (ii) expenses paid by the Sellers).



 


		3.	Time Limits for Bringing Claims



 


		3.3	Subject to paragraph 3.4 below, the Sellers shall have no liability for a Claim unless it receives
from the Buyer written notice of the Claim (specifying in reasonable detail the matter giving rise to the Claim, the nature of
the Claim and the amount claimed), on or before the date which is eighteen (18) months following Completion.



 




    	 	42	 



     


    

 


		3.4	The Sellers shall have no liability for a claim for breach of any Tax Warranties unless it receives
from the Buyer written notice of the Claim (specifying in reasonable detail the matter giving rise to the Claim, the nature of
the Claim and the amount claimed), which is served in accordance with Clause 26 on or before the third (3rd) anniversary
of Completion.



 


		3.5	Any Claim which has been made against the Sellers (and which has not been previously satisfied,
settled or withdrawn) shall be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the
period of twelve (12) months commencing on the date on which notice of the Claim was given to the Sellers in accordance with paragraphs 3
or 3.4 (as the case may be), unless:-



 


		3.5.1	legal proceedings in respect of the Claim shall have been properly
issued and validly served on the Sellers; or



 


		3.5.2	in the case of a claim based on a contingent liability, that
contingent liability has become an actual liability.



 


For the avoidance of doubt
"served" in this Clause means the date when actual and not deemed service takes place in accordance with and on the date
of executing the "step required" for the chosen "method of service" as set out in Civil Procedure Rule 7.5.


 


		4.	General Exclusions on Liability



 


		4.1	The Sellers shall have no liability whatsoever in respect of a Claim if and to the extent that:-



 


		4.1.1	the Claim is attributable (in whole or in part) to any Event after Completion which is outside
the ordinary course of business or is required to be carried out pursuant to a legally binding agreement entered into prior to
Completion or to comply with a court judgment given prior to Completion by or involving any member of the Buyer's Group or any
of their respective officers, employees or agents;



 


		4.1.2	the Claim arises or is increased as a result of, or is otherwise attributable to, the passing or
coming into force of, or any change in:-



 


		(a)	any law, rule, regulation, directive, interpretation of the law or any administrative practice
of any government, governmental department, agency or regulatory body; or



 


		(b)	any increase in the rates of Tax or any imposition of Tax or the withdrawal or amendment of any
practice previously published by a Tax Authority,



 


in any such case occurring after
the date of this Agreement and not actually or prospectively in force at the date of this Agreement.


 


		4.1.3	the Claim arises or is increased as a result of, or is otherwise attributable to, any changes made
after Completion in:-



 


		(a)	the accounting policies or accounting or commercial practices of the Buyer; or



 


		(b)	any Tax reporting practice or the length of any accounting period for Tax purposes of the Buyer.



 


		4.1.4	the matter giving rise to the Claim arises (in whole or in part) from any Event before or after
Completion at the request or direction of, or with the acquiescence or consent of, any member of the Buyer's Group or an authorised
representative or professional adviser of any member of the Buyer's Group;



 


		4.1.5	any member of the Buyer's Group fails to act in accordance with paragraph 6 in connection with
the matter giving rise to the Claim;



 




    	 	43	 



     


    

 


		4.1.6	the matter giving rise to the Claim was allowed, provided for or reserved in the Accounts or was
specifically referred to or taken into account in the Accounts or in the notes to the Accounts;



 


		4.1.7	the amount by which any liability or contingency (including any provision against liabilities)
included in the Accounts is overstated or by which the value of any asset has been understated or is not included in the Accounts;



 


		4.1.8	the Buyer receives any benefit or Relief which would not have arisen but for the matter which is
the subject of the Claim;



 


		4.1.9	the Claim is based upon a liability which is contingent only unless and until such contingent liability
becomes an actual liability and is due and payable;



 


		4.1.10	the matter giving rise to the Claim arises or is increased as a result of, or is otherwise attributable
to, any expression of opinion or future intention or any forecast, speculation, assessment, illustration, projection, budget, estimate
or advice in each case, held, made, prepared, provided or given (as the case may be) by or on behalf of any of the Sellers;



 


		4.1.11	the Buyer assigns or purports to assign any of its rights under this Agreement without the Sellers'
prior written consent.



 


		4.1.12	The limitations set out in this Schedule 4 shall not apply to any Claim which arises from
the gross negligence or wilful misconduct on the part of the Sellers.



 


		5.	No Liability if Loss is Otherwise Compensated



 


		5.1	The Buyer shall not be entitled to recover more than once in respect of the same circumstances
giving rise to a Claim.



 


		5.2	In assessing any damages or other amounts recoverable for any Claim there shall be taken into account
any corresponding savings by, or net benefit to, any member of the Buyer's Group.



 


		5.3	The Buyer shall procure that each member of the Buyer's Group shall take all reasonable steps to
avoid and/or mitigate the Sellers' liability under this Agreement.



 


		5.4	Nothing in this paragraph 5 shall in any way restrict or limit the general obligation at law of
the Buyer to mitigate any loss or damage which it may suffer in consequence of any matter giving rise to any Claim.



 


		6.	Conduct of Claims 



 


		6.1	If any member of the Buyer's Group becomes aware of any claim against it or any other matter which
might give rise to a Claim the following provisions shall apply:-



 


		6.1.1	the Buyer shall as soon as is reasonably practical (and in any event in a case involving an assessment
with a time limit for appeal, 2 weeks prior to expiry of that time limit, and otherwise within 2 weeks of the Buyer becoming aware
of such claim or matter) give detailed written notice to the Sellers of the matter and thereafter shall regularly consult with
the Sellers with respect to the matter;



 


		6.1.2	the Buyer shall provide, and shall procure that each member of the Buyer's Group will provide,
to the Sellers and the Sellers' professional advisers access on reasonable notice to premises, personnel and to all relevant assets,
documents, records and information within the power, possession or control of the Buyer's Group for the purpose of investigating
the matter and/or enabling the Sellers to take such action as is referred to in paragraph 6.1.5(a);



 


		6.1.3	the Buyer shall and shall procure that all other members of the Buyer's Group retain and preserves
all relevant assets, documents, records and information within the power, possession or control of the Buyer's Group of, or relating
to the Company which are or may be relevant in connection with any Claim for so long as any actual or prospective Claims remain
outstanding;



 




    	 	44	 



     


    

 


		6.1.4	the Sellers shall at no cost be entitled to copies of any of the documents or records, and to photograph
any premises or assets, referred to in paragraph 6.1.2 or 6.1.3;



 


		6.1.5	the Buyer shall and shall procure that each member of the Buyer's Group will:-



 


		(a)	take such action and institute such proceedings, and give such information and assistance, as the
Sellers may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter;



 


		(b)	not make, and shall procure that no member of the Buyer's Group shall make, any admission of liability
in respect of or compromise or settle any claim without the prior written consent of the Sellers; and



 


		(c)	in connection with any proceedings related to the matter (other than against the Sellers) use professional
advisers nominated by the Sellers and, if the Sellers so request, permit the Sellers to have exclusive conduct of the negotiations
and/or proceedings,



 


provided that in each case
the Sellers shall indemnify each member of the Buyer's Group for all reasonable costs and expenses properly incurred as a result
of any request or nomination by the Sellers.


 


		6.2	The Buyer shall not submit any document or correspondence to a Tax Authority where the Buyer should
reasonably have been aware that such document would give rise to a claim under the Tax Warranties without affording the Sellers
the opportunity to comment on such document or correspondence and without taking into account the Sellers' reasonable comments
thereon.



 


		7.	Recovery from Third Parties



 


		7.1	Where the Sellers or the Buyer (or any other member of the Buyer's Group) is or maybe entitled
to recover a Benefit from a third party (including any tax authority) which is referable to a fact, matter, event or circumstance
giving rise to a Claim (a "Third Party Claim") whether before or after the Sellers have made payment hereunder), the
Buyer shall (or, as appropriate, shall procure that the other members of the Buyer's Group shall):-



 


		7.1.1	as soon as is reasonably practical (and in any event within 2 weeks of the Buyer becoming aware
of such Third Party Claim) give detailed written notice to the Sellers of the matter or Benefit and thereafter shall regularly
consult with the Sellers with respect to the matter;



 


		7.1.2	before seeking to recover any amount from the Sellers under this Agreement first take all such
steps as the Sellers shall reasonably request (whether by way of a claim against its insurers or otherwise and including but without
limitation proceedings or otherwise as the Sellers may reasonably require) to enforce a Third Party Claim or recover a Benefit;



 


		7.1.3	take such action and institute such proceedings and give such information and assistance as the
Sellers may reasonably request to enforce against any person (other than the Sellers) the rights of any member of the Buyer's Group
in relation to any Third Party Claim provided that the Sellers shall indemnify each member of the Buyer's Group for all reasonable
costs and expenses properly incurred as a result of any request or nomination by the Sellers.



 


		7.2	Where the Buyer (or any other member of the Buyer's Group) recovers a Benefit from a third party
(including any Tax Authority) which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit
which is so referable (whether before or after the Sellers have made payment hereunder), the Buyer shall (or, as appropriate, shall
procure that another member of the Buyer's Group shall) pay to the Sellers an amount equal to the amount of the Benefit (less any
reasonable costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such
amount does not exceed the aggregate payments previously made by the Sellers in respect of all Claims. Any amount not so paid to
the Sellers shall be carried forward and set off against any future Claims.



 




    	 	45	 



     


    

 


		8.	insurance



 


If at any time after Completion
the Sellers wish to insure all or any part of its liability in respect of Claims, the Buyer shall provide such information as any
prospective insurer or broker may reasonably require before effecting such insurance.


 


		9.	Knowledge



 


The Buyer confirms on behalf
of itself and as trustee for each member of the Buyer's Group that at the date of this Agreement it is not aware of any material
breach of Warranty or of any circumstances which might give rise to a Claim.


 


		10.	construction of warranties



 


Reference in a Warranty to
the Sellers "having received notice" or "having been put on notice" or any similar expression
shall be constructed as a reference to written notice having been received by a director of the relevant Seller as appropriate.


 


		11.	remediable breaches



 


The Sellers shall not be liable
for a Claim to the extent that the fact, matter, event or circumstance giving rise to such Claim is remediable and is remedied
by or at the expense of the Sellers within 60 days of the date upon which notice of such claim is given to the Sellers.


 


		12.	limitations on quantum



 


The total aggregate amount
of the liability of a Seller in respect of all Claims shall not in any event exceed the amount set opposite his name in column
2 of the table below (including all legal and other professional fees and expenses paid by the Sellers) and the individual liability
of each Seller in respect of any Claim shall be apportioned as between each Seller in the proportions set out in column 3 of the
table and his liability shall not exceed such relevant proportions in respect of any Claim:-


 


	(1)
 Seller
	 	(2)
 Individual Maximum
 Liability
	 	 	(3)
 Respective Proportions
	 
	Vislink International Limited	 	$	3,000,000	 	 	 	50	%
	Vislink Inc.	 	$	3,000,000	 	 	 	50	%



 


		13.	action against all sellers



 


Save in the case of fraud or
dishonesty on the part of a Seller, the Buyer shall not be entitled to enforce a Claim or other right in respect of which the Sellers
have several liability (a "Several Claim") against a Seller unless the Buyer is using its reasonable endeavours
to bring and enforce such Several Claim against the other Sellers and in each case in their respective proportions set out in column
3 of the table above.


 




    	 	46	 



     


    

 


Schedule 5


 


THE
BUYER'S WARRANTIES


 


(Clause 10)


 


		1.	The Buyer has the requisite power and authority to enter into and perform its obligations under
this Agreement and the other documents which are to be executed by the Buyer at Completion (the "Buyer's Completion Documents").



 


		2.	This Agreement constitutes, and the Buyer's Completion Documents will when executed by the Buyer
constitute, valid and binding obligations of the Buyer in accordance with their respective terms.



 


		3.	The execution and delivery of, and the performance by the Buyer of its obligations under this Agreement
and the Buyer's Completion Documents will not:-



 


		3.1	result in a breach of any provision of the memorandum or articles of association of the Buyer;



 


		3.2	result in a material breach of, or constitute a material default under, any instrument to which
the Buyer is a party or by which the Buyer is bound and which is material in the context of the transactions contemplated by this
Agreement;



 


		3.3	result in a breach of any order, judgment or decree of any court or governmental agency to which
the Buyer is a party or by which the Buyer is bound and which is material in the context of the transactions contemplated by this
Agreement; or



 


		3.4	require the Buyer to obtain any consent or approval of, or give any notice to or make any registration
with, any governmental or other authority which has not been obtained or made at the date of this Agreement both on an unconditional
basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than
by reason of any misrepresentation or misstatement).



 


		4.	All written information supplied by any member of the Buyer's Group or any of their respective
advisers to any of the Sellers or their advisers in connection with the Proposed Transaction was when given and remains true, complete
and accurate in all material respects.



 


		5.	The Buyer has immediately available on an unconditional basis the necessary cash resources to meet
its obligations under this Agreement and the Transaction Documents to be executed by the Buyer at Completion (assuming that the
Sellers are not in breach of its obligations thereunder).



 


		6.	In relation to the Buyer:-



 


		6.1	no resolution has been passed, no petition has been presented that has not been withdrawn and no
order has been made, for winding up;



 


		6.2	no notice of intention to appoint an administrator has been filed and no application for the appointment
of an administrator has been made by the Buyer, any of the Buyer's directors or any creditor of the Buyer;



 


		6.3	no administrative receiver, receiver, administrator, liquidator or provisional liquidator has been
appointed and no Encumbrance has been enforced; and



 


		6.4	no floating charge has crystallised and no holder of a qualifying floating charge has taken any
steps pursuant to the Insolvency Act 1986 to enforce such security.



 


		6.5	As at the date of this Agreement the Buyer has available to it the full amount of the Consideration
(being $16 million) on a fully committed basis.






 






    	 	47	 



     


    

 


Schedule 6


 


FINANCE
AGREEMENTS


 


Part 1–
UK (COLCHESTER)


 


	Number	 	Finance Agreement	 	Date
	 	 	 	 	 
	1.	 	Biffa Waste Management	 	23/09/16
	 	 	 	 	 
	2.	 	Tower Coffee Machine	 	29/02/16
	 	 	 	 	 
	3.	 	Calor Gas Agreement	 	29/05/13
	 	 	 	 	 
	4.	 	Records Management and Storage Agreement	 	21/08/15
	 	 	 	 	 
	5.	 	Regional Pest Services Ltd	 	21/08/15
	 	 	 	 	 
	6.	 	Anther Security Annual Maintenance  - letter re prices	 	23/11/15  
	 	 	 	 	 
	7.	 	SSE (Electricity) contract rates	 	07/03/16
	 	 	 	 	 
	8.	 	Tankscout Quotation  	 	17/09/16
	 	 	 	 	 
	9.	 	
        Vehicle Lease Agreement:

         

        9.1.1Ford
        S Max YD16 EHE

         

        9.1.2Vauxhall
        Vivaro KX16 TEO

         

        9.1.3Vauxhall
Vivaro KX16 TXF 
	 	April 2016
	 	 	 	 	 
	10.	 	ByAir Conditioning Ltd Quotation	 	07/09/16
	 	 	 	 	 
	11.	 	Simply Washrooms Services Agreement	 	21/09/16


 


Part 2
– US


 


	Number	 	Finance Agreement	 	Date
	 	 	 	 	 
	1.	 	Photocopier – IKON	 	 
	 	 	 	 	 
	2.	 	Mail franking machine – Pitney Bowes	 	 


 




    	 	48	 



     


    

 


Schedule 7


 


MOTOR
VEHICLES


 


	UK Vehicles (All of these are financed through Lex Autolease 8.2.16)
	 
	Ford S Max	YD16 EHE	 
	 	 	 
	Vauxhall Vivaro	KT16 TKF	 
	 	 	 
	Vauxhall Vivaro	KT16 TEO	 
	 	 	 
	US Vehicles	 	 
	 	 	 
	Chevy Suburban	 	 
	 	 	 
	2005 Scion	 	 


 




    	 	49	 



     


    

 


Schedule 8


 


INTELLECTUAL
PROPERTY rights


 


Part 1 


 


TRADE MARKS


 


	TRADE MARK	 	JURISDICTION	 	NUMBER	 	CLASS	 	PROPRIETOR
	 	 	 	 	 	 	 	 	 
	VISLINK	 	UK	 	3089282	 	9, 37, 38, 42, 45	 	Vislink Plc
	 	 	 	 	 	 	 	 	 
	VISLINK	 	UAE	 	240771	 	9	 	Vislink Plc
	 	 	 	 	 	 	 	 	 
	VISLINK	 	International designating China, EU and Singapore	 	1273800	 	9, 37, 38, 42, 45	 	Vislink Plc
	 	 	 	 	 	 	 	 	 
	VISLINK	 	US	 	86089531 (application)	 	9, 38	 	Vislink, Inc
	 	 	 	 	 	 	 	 	 
		 	UK	 	2270020	 	9	 	Vislink International Limited
	 	 	 	 	 	 	 	 	 
		 	UK	 	2212528	 	9,37,38,42	 	Vislink Plc
	 	 	 	 	 	 	 	 	 
	LIVEGEAR	 	US	 	85521533	 	38	 	Vislink Inc


 


DOMAIN NAMES 


 


	advent-comm.co.uk
	adventcomms.com
	adventcommunications.co.uk
	amplifiertechnology.co.uk
	amplifiertechnology.com
	continental-microwave.com
	continental-microwave.co.uk
	gigawave.co.uk
	linkres.co.uk
	linkresearch.co.uk
	visilink.com
	vislink.com
	vislink.co.uk
	vislink.info
	vislinkdev.co.uk
	vislinkmobile.com
	vislinkplc.com


 




    	 	50	 



     


    

 


Part 2: 


 


IP
LICENCES


 


Third
party licence


 


AAC Patent Licence Agreement - Via Licencing
Corporation - 25.10.15


 




    	 	51	 



     


    

 


Part 3


 


it
contracts


 


	Company	 	Site	 	Account Number	 	Description
	ACC Business	 	USANA	 	1197981	 	Anaheim CA Internet connection 12MB
	Adobe Creative Cloud	 	UK	 	 	 	 
	Altium	 	UK	 	 	 	 
	AT&T	 	USBIL	 	?VLKxx2016	 	Livegear (Ray Paradiso)
	AutoCAD LT	 	UK	 	 	 	 
	AWR	 	UK	 	 	 	 
	Comcast	 	USBIL	 	8773102570280547	 	70/20MBit  Billerica Wireless
	Comcast	 	USBIL	 	8773102570386310	 	Livegear (Ray Paradiso)
	Comcast	 	USBIL	 	8773102570407025	 	Manufacturing/Test (final product test), Doug Ferguson
	Comcast	 	USBIL	 	8773102570392854 / 930873849	 	200MBit Internet
	EarthLink	 	USBIL	 	1648714	 	Analog lines, Jim to reduce if possible
	emagine	 	USBIL	 	 	 	vislink.com FTP (Jim looking to replace with cheaper service)
	Interoute	 	UKCOL	 	50479	 	SIP Trunk (SID: VISL0/iTERM/238101)
	Interoute	 	UKHEM	 	50479	 	SIP Trunk (SID: VCSM9/iTERM/245279)
	Interoute	 	UKCOL	 	50479	 	40 DDI's (SID: VISL0/iSERV/238100)
	Interoute	 	UKCOL	 	50479	 	40 DDI's (SID: VISL0/iSERV/238221)
	Interoute	 	UKHEM	 	50479	 	150 DDI's (SID: VCSM9/iSERV/245280)
	Konica Minolta	 	UKHEM	 	1123170930	 	Includes Col Sales, Packing and Dev dept printers
	Konica Minolta	 	UKCOL	 	1123171004	 	Colchester Test Dept.
	Konica Minolta	 	UKCOL	 	1123171005	 	Colchester Onboard Dept.
	Konica Minolta	 	UKHEM	 	420146768	 	Hemel James office, HR office, Hungerford
	Konica Minolta	 	UKCOL	 	420354434	 	UKCOL Test Dept
	Konica Minolta	 	UKHEM	 	420354435	 	UKCOL Onboards
	Konica Minolta	 	UKHEM	 	420475231	 	UKHEM: Engineering, Purchasing. UKCOL: Sales, Packing, Development, HR, Ash
	Logmein	 	UK	 	 	 	 
	MathLab	 	UK	 	 	 	 
	Microsoft Dynamics AX	 	 	 	 	 	AX Licences
	Microsoft Enterprise Agreement	 	 	 	 	 	Server and client licences


 




    	 	52	 



     


    

 


	Company	 	Site	 	Account Number	 	Description
	Nine Telecom	 	UKHEM	 	VISU02	 	Hemel Phone lines/call cost. Soon to be just analogue and re-directs...
	Onestream	 	USBIL	 	800321	 	SIP trunk and call costs
	Planio	 	UK	 	 	 	 
	Ricoh	 	US	 	999140-3244982	 	 
	Siemens Financial Services	 	UK	 	 	 	x5 old Olivetti MFF222, settlement received from new supplier but never paid
	Siemens Financial Services	 	UKCOL	 	 	 	x1 Konica 3320 (Sally Parker)
	Siemens Financial Services	 	UK	 	 	 	x5 Konica c244, x3 284e, x4 3320 - current Colchester and Hemel Printers
	Skyline	 	UKCOL	 	420475231	 	Colchester Secondary connection for WiFi
	Solidworks	 	UK	 	 	 	 
	Stream Networks	 	UKHEM	 	 	 	Hemel Secondary connection for WiFi and Systems Eng.
	TalkTalk	 	UKCOL	 	88201487131	 	Colchester FTTC for WiFi
	TalkTalk	 	UKHEM	 	235064	 	200MBit Internet (Circuit TTB0288086)
	TalkTalk	 	UKCOL	 	 	 	100MBit Internet
	T-Mobile	 	USBIL	 	842207274	 	Test/Sales equipment (Ray Paradiso)
	Verizon	 	USBIL	 	981499589-0001	 	Cell phone plan
	Verizon	 	USBIL	 	981499589-0004	 	Cell phone plan
	Verizon	 	USBIL	 	987161913-00001	 	Livegear (Ray Paradiso)
	Xerox	 	USBIL	 	706138351	 	Marketting Printer (Sarah)
	Xlinx	 	UK	 	 	 	 
	Ricoh	 	USANA	 	 	 	Printer Lease agreement


 




    	 	53	 



     


    

 


Schedule 9


 


Property


 


Part 1


 


detailed
property provisions – ENGLISH PROPERTY


 


		1.	INTERPRETATION



 


In this Part 1 of Schedule 9
the following words and expressions have the following meanings:-


 


	"Actual Completion Date"	in relation to the Leasehold Property means the date upon which Property Completion of the Leasehold Property actually takes place (and for the avoidance of doubt, for the Leasehold  Property, is not the date the transfer is registered at the Land Registry)
	 	 
	"Contractual Completion Date"	means the Transfer Date or if later the tenth Business day after the date on which the Sellers' Solicitor notifies the Buyer's Lawyers in writing that the requisite Licence to Assign been issued in accordance with paragraph 3.4 or the requisite Licence to Underlet has been issued in accordance with paragraph 3.5 or the requisite Declaration has been obtained in accordance with paragraph 3.7 as applicable
	 	 
	"Current Rent"	means the rent payable pursuant to the Reviewable Lease
	 	 
	"Declaration"	means a declaration made in a court of competent jurisdiction that a Licence to Assign or (where applicable) a Licence to Underlet has been unreasonably withheld in respect of the Leasehold Property
	 	 
	"Hemel Licence"	means a licence to occupy the first floor of 27 Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7DE (terminating on 31 March 2017 or, if earlier, according to the termination provisions within the licence) in substantially the form of the draft licence appended to this Agreement 
	 	 
	"Hemel Property"	means the freehold property known as 27 Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7DE registered under title number HD207444
	 	 
	"Hungerford Property"	means the freehold property known as Marlborough House, Charnam Lane, Hungerford, RG17 0EY registered under title number BK361250
	 	 
	"Landlord"	means, in relation to the Leasehold Property the person entitled to the reversion immediately expectant on the termination of relevant Leases
	 	 
	"Leases"	means the leases under which the Leasehold Property is held as stated in column 3 of Part 2 of this Schedule
	 	 
	"Leasehold Property"	means the English Property which is listed as leasehold Property in column 3 of Part 5 of this Schedule 12
	 	 
	"Licence to Assign"	means the licence or consent required to be given by the Landlord (and any Superior Landlord) to permit the Sellers to assign that Leasehold Property to the Buyer in accordance with the terms of the Lease of that Leasehold Property


 




    	 	54	 



     


    

 


 


	"Hungerford Licence to Occupy"	means a licence of part of the Hemel Property in substantially the form of the draft licence appended to this Agreement
	 	 
	"Licence to Assign Cut Off Date"	means the date which falls 9 months after the date of this Agreement



 


	"Licence to Underlet"	means in relation to the Leasehold Property the licence or consent required to be given by the Landlord (and any Superior Landlord) to permit the Sellers to underlet that Leasehold Property to the Buyer in accordance with the terms of the Lease of that Property
	 	 
	"Long Stop Date"	means the date which falls 18 months after the date of this Agreement
	 	 
	"Occupational Lease"	means the underleases, agreements, licences and other documents relating to the occupation of any Leasehold property by persons other than the Seller. 
	 	 
	"Property Completion"	means completion of the sale and purchase of the Property pursuant to this Agreement
	 	 
	"Reviewable Lease"	means the lease referred to in row 2, Part 5 of this Schedule 9
	 	 
	"Standard Conditions" 	means Part 1 of the Standard Commercial Property Conditions (Second Edition) as amended or varied as stated in this Schedule
	 	 
	"Transfer" 	means the assignments or transfers (as appropriate) by which the Leasehold Property is to be transferred to the Buyer on Property Completion which Transfers shall be in the form of the draft transfers annexed to this Agreement
	 	 
	"Underlease"	means in relation to the Leasehold Property an underlease of the Property which shall accord with paragraph 9.2 and which shall take subject to any relevant Occupational Lease.


 

		2.	STANDARD CONDITIONS



 


		2.1	This Agreement, so far as it relates to the transfer of the Leasehold Property, incorporates the
Standard Conditions referred to in paragraph 2.2 as varied by this paragraph 2. References in the Standard Conditions
to “the property” are to the Leasehold Property and references to the purchase price are to the Apportioned Purchase
Price. Otherwise terms used or defined in the Standard Conditions have the same meanings when used in this Agreement and vice versa.
If there is any conflict between the Standard Conditions and the express provisions of this Agreement, the express provisions of
this Agreement are to prevail.



 


		2.2	Only the following Standard Conditions are to be incorporated into this Part 1 Schedule 12:-



 


		2.2.1	Standard Conditions 1.1; 3.1.1; 3.1.2, 3.1.4; 3.2; 4; 5; 6.4; 6.6 (excluding 6.6.2 and 6.6.5);
10.1; 10.3.4



 


		2.3	References in the Standard Conditions to:-



 


		2.3.1	"the completion date" are to refer to the Contractual Completion Date



 




    	 	55	 



     


    

 


		2.3.2	"the property" are to refer to the Leasehold Property



 


		2.3.3	"working days" are to refer to "Business Days"



 


		2.3.4	Otherwise, terms used or defined in the Standard Conditions have the same meanings when used in
this Schedule and vice versa.



 


		2.4	Standard Condition 3.1.2(c) is amended to read:-



 


"those the Sellers do
not know about."


 


		2.5	Standard Condition 3.1.2(d) is amended to read:-



 


"entries made before the
date of the contract in any public register except mortgages and monetary charges protected by such entries in registers maintained
by the Land Registry or its Land Charges Department or by the Companies Registry."


 


		2.6	Standard Condition 3.1.2 is extended as follows:-



 


"(f) any matters, other
than mortgages and monetary charges, which would have been revealed to the buyer if before the date of the contract he had made
all searches enquiries and inspections regarding the property which a prudent buyer would make."


 


		2.7	In Standard Condition 5.7 the words "Unless the review date precedes the apportionment date"
are deleted.



 


		2.8	In Standard Condition 5.8 reference to the apportionment day are to refer to the Permitted Occupation
Start Date.



 


		2.9	In Standard Condition 6.6.4(a) the words "(but by way of indemnity only and not further or
otherwise) to observe and perform the obligations and to indemnify the Sellers against all reasonable (i) costs, (ii) expenses,
(iii) losses, (iv) demands, (v) actions, (vi) liabilities, (vii) claims or (viii) proceedings whatsoever arising in respect of
any future material (i) breach, (i) non performance or (iii) non observance of such obligation" are substituted for the words
"to indemnify the Sellers against liability for any future material breach of the obligation and to perform it from then on".



 


		2.10	At the end of Standard Condition 10.3.3(b) there shall be added the words "where the reversioner
requires an authorised guarantee agreement and the reversioner is entitled to impose such requirement".



 


		3.	requirement for Licence to assign or underlet



 


		3.1	Leasehold Property



 


This paragraph 3 applies
only to any Leasehold Property.


 


		3.2	Definitions of terms used in this paragraph 3



 


In this paragraph 3:-


 


		3.2.1	"Permitted Occupation Start Date" means the Transfer Date or (if later) the date
when Completion shall have actually taken place; and



 


		3.2.2	"Permitted Occupation Period" means the period commencing upon the Permitted Occupation
Start Date and expiring upon the earlier of:-



 


		(a)	the Actual Completion Date for the Leasehold Property;



 




    	 	56	 



     


    

 


		(b)	the date on which the Buyer is required to vacate the Leasehold Property pursuant to any provision
of this Agreement.



 


		3.3	Conditionality



 


Property Completion of the
sale and purchase of the Leasehold Property (but not the sale of the business carried on at it) is conditional upon the grant of
the relevant Licence to Assign (or the Licence to Underlet where an application is made pursuant to paragraph 3.5 or if applicable
the obtaining of a Declaration pursuant to paragraph 3.7) and Standard Condition 10.3 shall apply in so far as it is
not inconsistent with this paragraph 3.


 


		3.4	Obtaining Licence(s) to Assign



 


In relation to the Leasehold
Property:-


 


		3.4.1	the Sellers and the Buyer shall use reasonable endeavours to obtain the relevant Licence to Assign
for each Lease as soon as possible;



 


		3.4.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord and/or any Superior Landlord so as to secure the obligations
of the Buyer to pay the rents reserved by the Lease and to perform the covenants and other obligations on the part of the tenant
contained in the Lease;



 


		3.4.3	when the Sellers have obtained the relevant Licences to Assign the Sellers shall procure that the
Sellers' Solicitors promptly notify the Buyer's Lawyers in writing of such fact.



 


		3.4.4	The Buyer shall promptly satisfy the lawful requirement of the Landlord or other third party and
shall take all steps to assist the Seller in obtaining the Licence(s) to Assign (including, without limitation, assistance in connection
with any application for a Declaration or appeal in respect of such application) and without prejudice to the generality of the
foregoing shall:



 


		(a)	provide to the Seller all information, references and documents as shall be requested by any Landlord
or other third party to support any application for Licence to Assign made by the Seller;



 


		(b)	in any licence to assign, enter into direct covenants with the relevant Landlord to observe and
perform the tenant's covenants and obligations contained in the relevant Lease through the residue of the term of that lease or
until released; and



 


		(c)	if required provide such guarantee, surety, rent deposit or other security for the obligations
of the Purchaser (as tenant) under the relevant lease as is acceptable to the relevant Landlord.



 


		3.5	Obtaining Licence(s) to Underlet



 


Where in relation to the Property
a Licence to Assign for a Lease is not obtained by the Licence to Assign Cut Off Date (or such later date as the Sellers and the
Buyer may agree in writing):-


 


		3.5.1	the Sellers and the Buyer shall use reasonable endeavours to obtain a Licence to Underlet in respect
of that Lease as soon as possible;



 




    	 	57	 



     


    

 


		3.5.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord and/ or any Superior Landlord so as to secure the obligations
of the Buyer to pay the rents reserved by the proposed Underlease and to perform the covenants and other obligations on the part
of the tenant to be contained in the Underlease;



 


		3.5.3	when the Sellers have obtained the relevant Licence to Underlet the Sellers shall procure that
the Sellers' Solicitors shall promptly notify the Buyer's Lawyers in writing of such fact.



 


		3.6	Permitted Occupation pending Property Completion



 


		3.6.1	This paragraph 3.5.3 shall apply to the Leasehold Property only if in respect of the Leasehold
Property the Contractual Completion Date shall be later than the Permitted Occupation Start Date.



 


		3.6.2	Notwithstanding the non-completion of the Transfer or the Underlease the Buyer will pay to the
Sellers the whole of the Consideration on the Permitted Occupation Start Date.



 


		3.6.3	Throughout the Permitted Occupation Period the Sellers will:-



 


		(a)	hold the Leasehold Property on trust for the Buyer (insofar as it is not prohibited from doing
so by the relevant Lease);



 


		(b)	permit the Buyer to use and occupy the Leasehold Property as bare licensee (but only for uses which
shall not be in breach of the tenant's obligations contained in the relevant Lease and subject to any rights of occupation of third
parties);



 


		(c)	not without the approval of the Buyer (not to be unreasonably withheld or delayed):



 


		(i)	effect or accept any variation or surrender or other termination of any of the Leases or Occupational
Leases;



 


		(ii)	serve any notices upon the Landlord or the tenant under them; nor



 


		(iii)	in respect of any lease or occupational lease where the rent is now or prior to assignment becomes
subject to review agree or take any steps in relation to any review of the rent.



 


		(d)	pay the rents and other sums reserved by or payable under the relevant Lease of the Leasehold Property
(subject to the Buyer complying with its obligations in paragraph 3.6.5);



 


		(e)	promptly supply to the Buyer copies of all notices received by the Sellers or anyone acting on
behalf of the Sellers in relation to the Leasehold Property;



 


		(f)	deal with the Leasehold Property in all respects in accordance with the reasonable requests of
the Buyer subject to being indemnified by the Buyer in respect of any reasonable and proper costs incurred in respect of anything
reasonably and properly done in pursuance of such requests; and



 


		(g)	account to the Buyer for any income received from the Leasehold Property in so far as such income
relates to the Permitted Occupation Period and the Buyer would have been entitled to the same if completion of the Transfer pursuant
to this Agreement had taken place upon the Permitted Occupation Start Date.



 




    	 	58	 



     


    

 


		3.6.4	Throughout the Permitted Occupation Period and without prejudice to paragraph (f):-



 


		(a)	the Sellers will at the Buyer's request serve notice to terminate a Lease in accordance with any
break rights contained in that Lease;



 


		(b)	any break notice served in accordance with paragraph 3.6.4(a) will be in a form previously
approved by the Buyer and at the Buyer's election prepared and served on behalf of the Sellers by a firm of solicitors nominated
by the Buyer for that purpose;



 


		(c)	in relation to any break notice served, the Buyer may take all such appropriate actions in relation
to the Leasehold Property in order to ensure that any pre-conditions relating to the break contained in the relevant Lease are
complied with;



 


		(d)	if the pre-conditions to any break rights in that Lease require the payment of any sums to the
Landlord then subject to the Buyer first paying the same to the Sellers, the Sellers will pay those sums to the Landlord (by way
of direct transfer of cleared funds) in order to ensure that the relevant pre-condition is satisfied;



 


		(e)	where as a result of the break right being exercised any money has been paid to the Landlord which
relates to a period falling after the date of the break and under the terms of that Lease the same is due back to the Sellers as
tenant then the Sellers will use reasonable endeavours to obtain such sums as soon as reasonably practical and the Sellers will
pay the sums received to the Buyer within 5 Business Days of receipt.



 


		3.6.5	The Buyer will:-



 


		(a)	pay to the Sellers all rents and other sums payable by the tenant under the terms of that Lease
in so far as such rents and other sums:-



 


		(i)	would have been payable by the Buyer or its successors in title if completion of the Transfer of
the Leasehold Property pursuant to this Agreement had taken place upon the Permitted Occupation Start Date such rents and other
sums to be paid by the Buyer not later than 5 Business Days before such monies become due for payment under the terms of the
relevant Lease; and



 


		(ii)	become due under the terms of the relevant Lease prior to the actual completion of the Transfer
pursuant to this Agreement; and



 


		(b)	indemnify the Sellers against any other sums properly paid by the Sellers in respect of the Leasehold
Property in so far as such sums would have been payable by the Buyer if completion of the Transfer of the Leasehold Property had
taken place upon the Permitted Occupation Start Date.



 




    	 	59	 



     


    

 


		3.6.6	Throughout the Permitted Occupation Period the Buyer shall:-



 


		(a)	comply in all respects with the maintenance and repairing obligations contained in the relevant
Lease;



 


		(b)	comply with all statutory obligations relating to the Leasehold Property;



 


		(c)	not make nor permit the making of any alterations or additions to the Leasehold Property;



 


		(d)	not do anything nor permit anything to be done which shall be a breach of the tenant's obligations
under the Lease (but for the avoidance of doubt the occupation and use of the Leasehold Property as permitted by this paragraph 3.5.3
shall not constitute a breach by the Buyer);



 


		(e)	promptly supply to the Sellers copies of all notices received by the Buyer or anyone acting on
behalf of the Buyer in relation to the Leasehold Property; and



 


		(f)	comply with the covenants, conditions and obligations binding the Seller contained in the Occupational
Leases.



 


		3.6.7	The Buyer shall indemnify the Sellers against and in respect of all reasonable and proper (i) costs,
(ii) expenses, (iii) losses, (iv) demands, (v) actions, (vi) liabilities, (vii) claims or (viii) proceedings reasonably and properly
arising out of:-



 


		(a)	the Buyer's occupation and use of the Leasehold Property in advance of Property Completion; and



 


		(b)	the acts or omissions of the Buyer or its employees, agents or invitees upon or in the vicinity
of the Leasehold Property;



 


provided that where the Buyer
is required to vacate the Leasehold Property, then any indemnity provided by the Buyer in this Agreement does not extend to any
costs, expenses, losses, demands, actions, liabilities, claims or proceedings which relates to any period after such vacation and
the Buyer is only obliged to deliver the relevant Leasehold Property back to the Sellers in the same state and condition as it
was in at the date the Buyer took occupation.


 


		3.6.8	The parties shall bear their own costs in relation to obtaining or seeking to obtain the Licence
to Assign and/or Licence to Underlet and the Sellers shall be responsible for the payment of the costs of the Landlord and any
Superior Landlord in connection with the same.



 


		3.6.9	Occupation by the Buyer of the Leasehold Property pursuant to this paragraph 3.5.3 shall be
by way of a bare licence and not a tenancy and such licence shall terminate upon the expiry of the Permitted Occupation Period.



 


		3.6.10	The licence granted to the Buyer by this paragraph 3.5.3 shall not be assigned by the Buyer
or capable of being sub-licensed in relation to either the whole or any part of the Leasehold Property.



 




    	 	60	 



     


    

 


		3.6.11	The Buyer shall vacate the Leasehold Property as soon as reasonably practical:-



 


		(a)	upon this Agreement being terminated in relation to the Leasehold Property pursuant to paragraph 3.7;
or



 


		(b)	if:-



 


		(i)	the Landlord serves written notice upon the Sellers taking or threatening to take an action for
forfeiture of the Lease arising from the occupation of the Leasehold Property by the Buyer prior to the relevant grant of the Licence
to Assign or Licence to Underlet; and



 


		(ii)	the Sellers serve written notice upon the Buyer that as a result of such action or threatened action
the Buyer must vacate the Leasehold Property.



 


		3.6.12	The Buyer shall not communicate with any Landlord or Superior Landlord or other third party directly.



 


		3.7	Declaration



 


		3.7.1	If a Licence to Assign has not been given by the Licence to Assign Cut off Date the Sellers may
make an application to the Court for a Declaration and the Buyer is to provide all reasonable assistance to the Sellers to pursue
that application. Each party shall pay their own costs in connection with that application.



 


		3.7.2	The Seller shall not be required to make an application to the Court for a Declaration where the
transfer is absolutely prohibited by the relevant Lease or either the Seller or the Buyer is able to provide the opinion of a leading
counsel specialising in landlord and tenant law that such application would, on balance, be unsuccessful.



 


		3.8	Termination in relation to the Property



 


		3.8.1	If in relation to the relevant Leasehold Property neither Licence to Assign nor Licence to Underlet
nor a Declaration has been obtained by the Long Stop Date, then either the Sellers or the Buyer may at any time thereafter (but
not after Licence to Assign or Licence to Underlet or Declaration has been obtained) terminate this Agreement with regard to the
relevant Leasehold Property (but not the business carried on at it) by serving written notice to such effect upon the other.



 


		3.8.2	If this Agreement is terminated in relation to any Leasehold Property pursuant to paragraph 3.8.1:-



 


		(a)	the Buyer and the Sellers shall be under no further obligation to obtain the Licence to Assign
or the Licence to Underlet or a Declaration. Such termination shall be without prejudice to the rights of either the Sellers or
the Buyer against the other in respect of any antecedent breach of their respective obligations contained in this Agreement; and



 


		(b)	this Agreement will, in all other respects, remain in full force and effect.



 




    	 	61	 



     


    

 


		3.9	Application for relief from forfeiture



 


		3.9.1	This paragraph 3.9 applies to the Leasehold Property where at the relevant time completion
of the relevant Transfer or the grant of the relevant Underlease (in relation to the Leases) by the Sellers to the Buyer shall
not have taken place and this Agreement shall not have been terminated in relation to the Leasehold Property.



 


		3.9.2	If the Landlord forfeits or attempts to forfeit a Lease or a Superior Landlord seeks to forfeit
a Superior Lease due to occupation by the Buyer, the Seller may institute and diligently pursue proceedings for relief from forfeiture
and the Buyer is to provide all reasonable assistance to the Sellers to pursue that application and the Buyer may be joined into
such application upon their reasonable written request (insofar as the Seller is able to do so) and each party shall pay their
own costs in connection with that application.



 


		4.	estate sold



 


		4.1	In respect of the Leasehold Property:-



 


		4.1.1	the estate sold by the Sellers to the Buyer under this Agreement shall be the estate as created
by the Lease of that Property where the Licence to Assign shall have been obtained by the Licence to Assign Cut Off Date (or such
later date as the Sellers and the Buyer shall agree in writing).



 


		4.1.2	otherwise Property Completion shall be effected by the grant of an Underlease and the estate sold
shall be the estate as created by the Underlease.



 


		4.2	The Sellers may at any time prior to Property Completion remove any fixture and fitting in the
nature of a tenant's fixture or fitting ("Items") from any Leasehold Property and the Sellers shall make good
any damage caused by such removal and such Items within the part(s) of the Leasehold Property subject to the Occupational Leases
are excluded from the sale.



 


		5.	title to the property



 


		5.1	The Sellers' title to the Leasehold Property is as stated in Part 2 of this Schedule.



 


		5.2	The Buyer acknowledges that it has investigated the title to the Leasehold Property prior to the
date of this Agreement. Accordingly the Buyer shall be deemed to have accepted such title not raise any enquiry or requisition
on the title nor make any objection in respect of it after the date of this Agreement.



 


		6.	Matters Affecting the Property



 


The Leasehold Property is sold
subject to and where applicable with the benefit of the following matters (so far as they affect that Leasehold Property and are
subsisting or capable of taking effect):-


 


		6.1	the matters affecting the Leasehold Property as stated in the draft Transfer(s);



 


		6.2	all matters affecting the Leasehold Property which are or have been:-



 


		6.2.1	(where the Leasehold Property is not registered) unregistered interests which override first registration
under Schedule 1 of the Land Registration Act 2002; and



 




    	 	62	 



     


    

 


		6.2.2	(where the Leasehold Property is registered) unregistered interests which override registered dispositions
under Schedule 3 of the Land Registration Act 2002;



 


		6.3	the matters affecting the Leasehold Property mentioned in Standard Condition 3.1.2;



 


		6.4	all local land charges, whether or not registered before the date of this Agreement and all matters
capable of registration as local land charges, whether or not actually registered;



 


		6.5	the rights and other matters contained or referred to in the Property Register and Charges Register
of the registered title to the Leasehold Property;



 


		6.5.1	All matters which would be disclosed by:-



 


		(a)	a property enquiry certificate for the Leasehold Property;



 


		(b)	a coal search over the Leasehold Property



 


(whether or not in fact made)
in each case dated one month before the date of this Agreement.


 


		6.5.2	All matters discoverable by such inspections of the property as a prudent purchaser would make
(whether or not in fact made);



 


		6.6	all notices served and orders, demands, proposals or requirements made by any local or any public
or other competent authority after the date of this Agreement;



 


		6.7	all actual or proposed orders, directions, notices, charges, restrictions, conditions, agreements
and other matters arising under any legislation affecting that Leasehold Property;



 


		6.8	any matters contained in or referred to in the Occupational Leases;



 


		6.9	the rent reserved by and the covenants on the part of the lessee/tenant and the conditions contained
in and the other provisions of the Leases;



 


		6.10	all rights of way light and air support drainage and other rights easements liabilities and public
or private rights whatsoever and to any liability to repair or contribute to the repair or sewers drains pipes party structures
and other like matters; and



 


		6.11	matters disclosed or treated as disclosed by the Disclosure Letter.



 


		7.	Title Guarantee



 


The Sellers sell the Leasehold
Property with the title guarantee as stated in the draft of the relevant Transfer.


 


		8.	Vacant Possession



 


Each Leasehold Property is
sold with vacant possession on Property Completion (save where subject to Occupational Leases) subject however to any matters to
which that Property is sold subject.


 




    	 	63	 



     


    

 


		9.	preparation and Execution of Transfer AND Underlease




 


		9.1	Where Property Completion is to be effected by a Transfer:-



 


		9.1.1	the Sellers shall procure that the Sellers' Solicitors shall prepare engrossments of the Transfer
and a duplicate thereof and supply such engrossments to the Buyer's Lawyers not later than 10 Business Days prior to the Contractual
Completion Date;



 


		9.1.2	the Buyer shall procure that the engrossments of the Transfer and the duplicate thereof duly executed
by the Buyer shall be returned to the Sellers' Solicitors not later than 5 Business Days after such engrossments have been
delivered to the Buyer's Lawyers pursuant to paragraph 9.1.1;



 


		9.2	Where Property Completion is to be effected by the grant of an Underlease:-



 


		9.2.1	the Underlease for each Leasehold Property shall be for a term equal to the residue of the term
granted by the Lease of that Leasehold Property less two days;



 


		9.2.2	the Underlease shall be at a rent equal to the rent passing under the Lease plus VAT and shall
reflect the terms of this Schedule or as the Landlord reasonably requires;



 


		9.2.3	the Buyer shall procure that the Buyer's Lawyers shall deliver to the Sellers' Solicitors a draft
Underlease not later than 10 Business Days after the Licence to Assign Cut Off Date or such later date as the Sellers and
the Buyer may agree in writing;



 


		9.2.4	the Sellers shall procure that the Sellers' Solicitors shall approve or amend that draft not later
than 5 Business Days after the delivery to them of the draft Underlease; and



 


		9.2.5	the Buyer shall procure that the engrossments of the Underlease and a counterpart thereof (the
counterpart being duly executed by the Buyer) shall be returned to the Sellers' Solicitors not later than 5 Business Days
after the draft has been returned to the Buyer's Lawyers approved or revised as above.



 


		10.	Completion



 


		10.1	Property Completion of each Leasehold Property shall take place on the Contractual Completion Date
for that Leasehold Property.



 


		10.2	Any Property Completion by post or through a document exchange shall be at the Buyer's expense
and risk and neither the Sellers nor the Sellers' Solicitors shall be liable for the loss of any documents so sent so long as they
were properly addressed.



 


		11.	Insurance



 


The Leasehold Property is at
the risk of the Buyer from (and including) the date of this Agreement.


 


		12.	Apportionments



 


		12.1	For the purposes of Clause 21 (Apportionments), any income, any rent and other annual outgoing
from the Leasehold Property is to be apportioned on an annual basis with 1/365 of the annual amount due accruing each day. All
sums are to be apportioned on the Actual Completion Date.



 




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		12.2	When a sum to be apportioned, or the rate at which it is to be treated as accruing, is not known
or easily ascertainable at the Transfer Date, a provisional apportionment is to be made according to the best estimate available.
As soon as the amount is known, a final apportionment is to be made and notified to the other party. Any resulting balance is to
be paid no more than ten Business Days later, and if not then paid the balance is to bear interest until payment at four per cent
above the base lending rate of Bank of England.



 


		13.	No Sub-Sales



 


The Sellers are entitled to
decline to transfer the Leasehold Property to any person other than the person or persons named in this Agreement as the Buyer.


 


		14.	BUYER’S Acknowledgement of Condition



 


The Buyer acknowledges that
before the date of this Agreement the Sellers have given the Buyer and others authorised by the Buyer permission and the opportunity
to inspect, survey and carry out investigations as to the condition of the Leasehold Property. The Buyer has formed its own views
as to the condition of the Leasehold Property and the suitability of the Leasehold Property for the Buyer's purposes.


 


		15.	Registration of Agreement and Buyer's TITLES



 


		15.1	The Buyer shall not be entitled to note this Agreement against the registered title of the Leasehold
Property other than by virtue of a unilateral notice and shall not without the written consent of the Sellers (which may be withheld
in the Sellers' absolute discretion) send either the original or a copy of this Agreement to the Land Registry. This paragraph
shall not prevent the Buyer making an application for registration of its title to each Leasehold Property after Property Completion.



 


		15.2	If the Buyer has protected this Agreement pursuant to paragraph 15.1 of this Schedule and this
Agreement either completes (so that no term remains to be implemented) or terminates, the Buyer shall forthwith remove any such
entry against the Seller or the title of the Leasehold Property at the Land Registry.



 


		15.3	After completion of the Transfer or (if applicable) any Underlease pursuant to this Agreement the
Buyer shall:-



 


		15.3.1	apply to register the Transfer or (if applicable) any Underlease of the Property at HM Land
Registry without undue delay;



 


		15.3.2	deal with any requisitions raised by HM Land Registry reasonably promptly; and



 


		15.3.3	comply with any notification and other registration obligations on the Buyer in the relevant Licence
to Assign or Licence to Underlet.



 


		16.	OUTSTANDING RENT REVIEWS



 


		16.1	The Sellers warrant to the Buyer that as at the date of this Agreement:-



 


		16.1.1	the Rent Review has not been implemented nor has a revised Current Rent been agreed; and



 


		16.1.2	it has not received notice of any increase of or proposal to increase the Current Rent from the
Landlord or anyone acting on behalf of the Landlord or any other person or entity.



 




    	 	65	 



     


    

 


		16.2	If the Landlord seeks to implement or agree an increase to the Current Rent by implementing the
Rent Review at any time prior to the Actual Completion Date for that Leasehold Property then:-



 


		16.2.1	the Sellers will undertake all negotiations in connection with the Rent Review pursuant to the
terms of the Reviewable Lease on behalf of both the Sellers and the Buyer (and to the extent necessary as agent for and on behalf
of the Buyer) but will not make any representations or send any correspondence to the Landlord or the Landlord's advisors without
the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed). The Sellers and the Buyer will
(at the Sellers' cost) jointly instruct such surveyors, solicitors, counsel or other professional persons (the "Advisors")
as they both agree acting reasonably and the Sellers will ensure that the Buyers reasonable representations are taken into account
by the Advisors and will conduct such negotiations in line with the proper recommendations of such Advisors in connection with
the intention of agreeing any reviews to the lettings Current Rent based on the lowest possible increase reasonably obtainable
for the Rent Review and the costs of such Advisors including but the costs of all such professionals and advisers incurred in responding
to negotiating agreeing or going to determination in relation to any such market rent shall be paid in full by the Sellers;



 


		16.2.2	the Sellers will keep the Buyer fully informed at all times of all negotiations and proceedings
relating to the Rent Review and will ensure that all reasonable representations of the Buyer are taken into account and the Sellers
will promptly supply the Buyer with any information or copies of documents relating to the Rent Review as shall be in the possession
of the Sellers from time to time;



 


		16.2.3	the Sellers will use all reasonable endeavours in negotiations of the Rent Review to agree either
a nil increase (if reasonable) of the Current Rent or as low an increase as is reasonably practicable and will not agree to any
such increase of the Current Rent without the prior written consent of the Buyer (such consent not to be unreasonably withheld
or delayed);



 


		16.2.4	the consent of the Buyer will not be required in relation to any increase in the level of the Current
Rent which is determined by an arbitrator or expert appointed in accordance with the rent review provisions contained in the Reviewable
Lease provided that where such arbitration or determination occurs the Sellers will make such reasonable representations required
by the Buyer and which are permitted under the rent review provisions of the Reviewable Lease and will in any event still use all
reasonably endeavours to agree either a nil increase (if reasonable) of the Current Rent or as low an increase as is reasonably
practicable;



 


		16.2.5	the Sellers will not agree any blended or stepped rent with the Landlord in respect of any Rent
Review nor any rent the effect of which is to increase the liability of the Buyer for the period from Completion while reducing
or lessening or limiting the amounts payable by the Sellers for the period up to Completion and the parties will act in good faith
in the operation of this paragraph and neither will seek to gain a commercial advantage from the operation of this paragraph 16;



 


		16.2.6	the Buyer will respond in writing to the Sellers as soon as reasonably practical which (except
in the case of a litigation or arbitration deadline applying) will be no shorter than 5 Business Days to any request for agreement
of an increase in the Current Rent submitted by the Sellers to the Buyer with such response being either a confirmation that the
proposed increase in the Current Rent is agreed by the Buyer or not agreed. Time not being of the essence.



 




    	 	66	 



     


    

 


		16.3	If after the Actual Completion Date in respect of the Reviewable Lease an increase in the level
of the Current Rent is agreed either by the Sellers and the Landlord or is determined by an arbitrator or expert pursuant to the
terms of the Reviewable Lease then:-



 


		16.3.1	the Sellers will pay to the Buyer within 14 days of a request a sum equivalent to the shortfall
between the amounts actually paid by the Sellers in respect of the Current Rent prior to Completion and the amounts now due for
the Current Rent which are referable to the period from and including the date of the Rent Review for which the increase applies
to and including Completion; and



 


		16.3.2	the Sellers will pay to the Buyer within 14 days of a request a sum equivalent to all interest
which is due and payable to the Landlord in respect of the shortfall in the level of the Current Rent actually paid by the Sellers
for the period from and including the Rent Review to the date of Completion and also including any interest due on that shortfall
for that period which is referable to the period falling after Completion and until the date of payment of such shortfall in accordance
with the terms of the Reviewable Lease.



 


And the Sellers will indemnify
the Buyer from any against any costs, losses, penalties, interest and damages which the Buyer incurs as a result of the Sellers
failure to comply with its obligations in this paragraph 16.3.


 


		17.	HUNGERFORD LICENCE



 


		17.1	On the Transfer Date or (if later) the date when Completion shall
have actually taken place the Seller shall grant to the Buyer the Hungerford Licence.



 


		17.2	Occupation by the Buyer of the part of the Hungerford Property
pursuant to this paragraph 17 shall be by way of a bare licence only.



 


		17.3	The Hungerford Licence (if granted pursuant to paragraph 17) shall not be assigned by the Buyer
or capable of being sub licensed in relation to either the whole or any part of the Hungerford Property permitted to be occupied
thereunder.



 


		18.	HEMEL LICENCE 



 


		18.1	On the Transfer Date or (if later) the date when Completion shall have actually taken place the
Seller shall grant to the Buyer the Hemel Licence.



 


		18.2	Occupation by the Buyer of the part of the premises demised under the Hemel Hempstead Lease pursuant
to the Hemel Licence shall be by way of a bare licence only.



 


		18.3	The Hemel Licence (if granted pursuant to this paragraph 18) shall not be assigned by the Buyer
or capable of being sub licensed in relation to either the whole or any part of the Hemel Property permitted to be occupied thereunder.



 


		19.	NON MERGER



 


Notwithstanding completion
of the sale and purchase as contemplated by this Agreement, this Schedule shall remain in full force and effect so far as anything
remains to be implemented.


 




    	 	67	 



     


    

 


Part 2


 


DETAILED
PROPERTY PROVISIONS - US PROPERTY


 


The following US Property Leases are to
be assigned to Buyer:


 


		1.	Leased Premises: 101 Billerica Avenue, Billerica, Massachusetts



Lease between Vislink, Inc. and
Brookwood Commerce Investors, LLC (the “Massachusetts Lease”)


Assignment of the Massachusetts
Lease in connection with a sale of substantially all of Vislink Inc.’s business or assets is permitted if the assignee meets
the net worth test specified in the Massachusetts Lease. If the assignee does not meet the net worth test, the consent of the landlord
is required for assignment of the Massachusetts Lease.


 


		2.	Leased Premises: 1158 N. Gilbert Street, Anaheim, California 92801



Lease Agreement between Vislink,
Inc. and Rexford Industrial-Gilbert LaPalma, LLC dated April 30, 2015 (the “California Lease,” and collectively
with the Massachusetts Lease, the “US Leases”)


The consent of the landlord is
required for assignment of the California Lease.


 


In this Part 2 of Schedule 12 the following
words and expressions have the following meanings:


  


	"Landlord Consent Date"	in relation to each US Lease, means the date upon which the applicable landlord’s consent to assignment of the lease is obtained.
	 	 
	"Applicable Law"	means any applicable laws of the Commonwealth of Massachusetts with respect to the Massachusetts Lease and of the State of California with respect to the California Lease, or rules, regulations, orders, statutes, decrees, approvals, consents, licences and ordinances of any Relevant Authority, as varied and amended from time to time.
	 	 
	"Consent to Assign Cut Off Date"	means the date which falls 9 months after the date of this Agreement.
	 	 
	"Contractual Completion Date"	means the Transfer Date.
	 	 
	"Landlord"	means, in relation to each Lease Property, the person entitled to the reversion immediately expectant on the termination of the Lease.
	 	 
	"Lease"	means the lease agreement under which the Lease Property is held as stated in column 3 of Part 5 of this Schedule 12 (but excludes any option to renew the term of the applicable US Lease).
	 	 
	"Lease Property"	means, as applicable, the Billerica, MA property and the Anaheim, CA property and which is listed as "lease" property in column 2 of Part 5 of this Schedule 12.
	 	 
	"Landlord's Consent to Assign"	means the consent required to be given by the Landlord to permit the Sellers to assign the applicable US Lease to the Buyer in accordance with the terms of the Lease. 


 




    	 	68	 



     


    

 


	"Landlord's Consent to Sublet"	means the consent required to be given by the Landlord to permit the Sellers to sublet the Lease Property to the Buyer in accordance with the terms of the Lease. 
	 	 
	"New Lease"	means any agreement to be entered into between the Landlord, and the Buyer for the lease of the Lease Property on comparable terms currently in effect.  
	 	 
	"Transfer" 	means the assignment by which the Lease Property is to be transferred to the Buyer on the Landlord consent date.
	 	 
	"Tripartite Agreement"	means the agreement to be entered into between the Landlord, the Sellers and the Buyer in accordance with the terms of the Lease.
	 	 
	"Sublease"	means in relation to the Lease Property a sublease of the Property which shall accord with paragraph 6.3 


 


		1.	REQUIREMENT FOR LANDLORDS CONSENT TO ASSIGN OR UNDERLET



 


		1.1	Definitions of terms used in this paragraph 1



 


In this paragraph 1:


 


		1.1.1	"Permitted Occupation Start Date" means the Transfer Date or (if later) the date
when Completion shall have actually taken place; and



 


		1.1.2	"Permitted Occupation Period" means the period commencing upon the Permitted Occupation
Start Date and expiring upon the earlier of:-



 


		(a)	the Landlord Consent Date for the Lease Property;



 


		(b)	the date on which the Buyer is required to vacate the Lease Property pursuant to any provision
of this Agreement.



 


		1.2	Assignment of Lease



 


The Seller agrees to assign
its interest in the applicable US Lease (excluding any option to renew the term of the Lease) to the Buyer on and from the Contractual
Completion Date, subject to, and in accordance with the terms of this Agreement.


 


		1.3	Conditionality



 


		1.3.1	The assignment of each US Lease (but not the sale of the business carried on at it) is conditional
upon the Seller obtaining:



 


		(a)	the Landlord's Consent to Assign; or



 


		(b)	to the extent required by the Landlord as a condition to obtaining the Landlord's Consent to Assign,
a Tripartite Agreement or a New Lease.



 




    	 	69	 



     


    

 


		1.4	Obtaining Landlord's Consent to Assign



 


In relation to each Lease Property:


 


		1.4.1	the Sellers and the Buyer shall use reasonable endeavours to obtain the Landlord's Consent to Assign
the applicable US Lease as soon as possible;



 


		1.4.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord so as to secure the obligations of the Buyer to pay the rents
reserved by the Lease and to perform the covenants and other obligations on the part of the tenant contained in the Lease;



 


		1.4.3	when the Sellers have obtained the Landlord's Consent to Assign the Sellers shall procure that
the Sellers' US counsel promptly notify the Buyer's Lawyers in writing of such fact;



 


		1.4.4	the Buyer shall promptly satisfy the lawful requirement of the Landlord or other third party and
shall take all steps to assist the Seller in obtaining the Landlord's Consent to Assign and without prejudice to the generality
of the foregoing shall:



 


		(a)	provide to the Seller all information, references and documents as shall be requested by any Landlord;



 


		(b)	if required, enter into a Tripartite Agreement or a New Lease with direct covenants with the Landlord
to observe and perform the tenant's covenants and obligations contained in the Lease or New Lease through the residue of the term
of that lease or until released; and



 


		(c)	if required, provide such guarantee, surety, rent deposit or other security for the obligations
of the Buyer (as tenant) under the Lease as is acceptable to the Landlord on a reasonable basis.



 


		1.5	Permitted Occupation pending Landlord Consent Date



 


		1.5.1	This paragraph 1.5 shall apply to the applicable Lease Property only if in respect of the
Lease Property the Transfer Date is later than the Permitted Occupation Start Date.



 


		1.5.2	Notwithstanding the non-completion of the Transfer, the Buyer will pay to the Sellers the whole
of the Consideration on the Permitted Occupation Start Date.



 


		1.5.3	Throughout the Permitted Occupation Period the Sellers will:-



 


		(a)	hold the Lease Property on trust for the Buyer (insofar as it is not prohibited from doing so by
the Lease);



 


		(b)	permit the Buyer to use and occupy the Lease Property as bare licensee (but only for uses which
shall not be in breach of the tenant's obligations contained in the Lease and subject to any rights of occupation of third parties);



 


		(c)	not without the approval of the Buyer (not to be unreasonably withheld or delayed):



 


		(i)	effect or accept any variation or surrender or other termination of any of the Licences; nor



 


		(ii)	serve any notices upon the Landlord or the tenant under them.



 




    	 	70	 



     


    

 


		(d)	pay the rents and other sums reserved by or payable under the Lease of the Lease Property (subject
to the Buyer complying with its obligations in paragraph 1.6.5);



 


		(e)	promptly supply to the Buyer copies of all notices received by the Sellers or anyone acting on
behalf of the Sellers in relation to the Lease Property;



 


		(f)	deal with the Lease Property in all respects in accordance with the reasonable requests of the
Buyer subject to being indemnified by the Buyer in respect of any reasonable and proper costs incurred in respect of anything reasonably
and properly done in pursuance of such requests; and



 


		(g)	account to the Buyer for any income received from the Lease Property in so far as such income relates
to the Permitted Occupation Period and the Buyer would have been entitled to the same if completion of the Transfer pursuant to
this Agreement had taken place upon the Permitted Occupation Start Date.



 


		1.5.4	The Buyer will:



 


		(a)	pay to the Sellers all rents and other sums payable by the tenant under the terms of the Lease
in so far as such rents and other sums:



 


		(iii)	would have been payable by the Buyer or its successors in title if completion of the Transfer of
the Lease Property pursuant to this Agreement had taken place upon the Permitted Occupation Start Date such rents and other sums
to be paid by the Buyer not later than 5 Business Days before such monies become due for payment under the terms of the relevant
Lease; and



 


		(iv)	become due under the terms of the relevant Lease prior to the actual completion of the Transfer
pursuant to this Agreement; and



 


		(b)	indemnify the Sellers against any other sums properly paid by the Sellers in respect of the Lease
Property in so far as such sums would have been payable by the Buyer if completion of the Transfer of the Lease Property had taken
place upon the Permitted Occupation Start Date.



 


		1.5.5	Throughout the Permitted Occupation Period the Buyer shall:-



 


		(a)	comply in all respects with the maintenance and repairing obligations contained in the Lease;



 


		(b)	comply with all statutory obligations relating to the Lease Property;



 


		(c)	not make nor permit the making of any alterations or additions to the Lease Property;



 


		(d)	not do anything nor permit anything to be done which shall be a breach of the tenant's obligations
under the Lease (but for the avoidance of doubt the occupation and use of the Lease Property as permitted by this paragraph 1.6.6
shall not constitute a breach by the Buyer);



 




    	 	71	 



     


    

 


		(e)	promptly supply to the Sellers copies of all notices received by the Buyer or anyone acting on
behalf of the Buyer in relation to the Lease Property; and



 


		(f)	comply with the covenants, conditions and obligations binding the Seller contained in the Licences.



 


		1.5.6	The Buyer shall indemnify the Sellers against and in respect of all reasonable and proper costs,
expenses, losses, demands, actions, liabilities, claims or proceedings reasonably and properly arising out of:-



 


		(a)	the Buyer's occupation and use of the Lease Property in advance of the Landlord Consent Date; and



 


		(b)	the acts or omissions of the Buyer or its employees, agents or invitees upon or in the vicinity
of the Lease Property; provided that where the Buyer is required to vacate the Lease Property, then any indemnity provided by the
Buyer in this Agreement does not extend to any costs, expenses, losses, demands, actions, liabilities, claims or proceedings which
relates to any period after such vacation and the Buyer is only obliged to deliver the Lease Property back to the Sellers in the
same state and condition as it was in at the date the Buyer took occupation.



 


		1.5.7	The parties shall bear their own costs in relation to obtaining or seeking to obtain the Landlord's
Consent to Assign and the Sellers shall be responsible for the payment of the costs of the Landlord in connection with the same.



 


		1.5.8	Occupation by the Buyer of the Lease Property pursuant to these provisions shall be by way of a
bare licence and not a tenancy and such licence shall terminate upon the expiry of the Permitted Occupation Period.



 


		1.5.9	The Buyer shall vacate the Lease Property as soon as reasonably practical:-



 


		(a)	upon this Agreement being terminated in relation to the applicable Lease Property pursuant to paragraph 2.7;
or



 


		(b)	if:



 


		(i)	the Landlord serves written notice upon the Sellers taking or threatening to take an action for
forfeiture of the Lease arising from the occupation of the Lease Property by the Buyer prior to the relevant grant of the Landlord's
Consent to Assign or; and



 


		(ii)	the Sellers serve written notice upon the Buyer that as a result of such action or threatened action
the Buyer must vacate the Lease Property.



 


		1.5.10	The Buyer shall not communicate with any Landlord or other third party directly.



 


		1.6	Termination in relation to the Property



 


		1.6.1	If in relation to a Lease Property neither Landlord's Consent to Assign has not been obtained by
the Consent to Assign Cut Off Date, then either the Sellers or the Buyer may at any time thereafter (but not after Landlord's Consent
to Assign has been obtained) terminate this Agreement with regard to the applicable Lease Property (but not the business carried
on at it) by serving written notice to such effect upon the other.



 




    	 	72	 



     


    

 


		1.6.2	If this Agreement is terminated in relation to a Lease Property pursuant to paragraph 1.6.1:



 


		(a)	the Buyer and the Sellers shall be under no further obligation to obtain the Landlord's Consent
to Assign. Such termination shall be without prejudice to the rights of either the Sellers or the Buyer against the other in respect
of any antecedent breach of their respective obligations contained in this Agreement; and



 


		(b)	this Agreement will, in all other respects, remain in full force and effect.



 


		2.	MATTERS AFFECTING THE PROPERTY



 


Each US Lease Property assigned
without recourse and without any express or implied representation or warranty whatsoever by the Sellers, except to the
extent expressly provided in this Agreement.


 


		3.	PREPARATION AND EXECUTION OF TRIPARTITE AGREEMENT / NEW LEASE AND UNDERLEASE



 


		3.1	The Buyer acknowledges that as a condition of the Landlord's Consent to Assign, the Landlord may
require the Buyer to enter into either a Tripartite Agreement or New Lease (or both of them).



 


		3.2	Where a Tripartite Agreement or New Lease (as applicable) is needed as part of the Landlord's Consent
to Assign:-



 


		3.2.1	the Sellers shall procure that the Sellers' US Counsel shall obtain a copy of the Tripartite Agreement
or New Lease (as required by the Landlord) from the Landlord and supply such copy to the Buyer's Lawyers as soon as possible prior
to the Contractual Completion Date;



 


		3.2.2	the Buyer shall procure that the Tripartite Agreement or New Lease (as required by the Landlord)
is executed by the Buyer and returned to the Sellers' Solicitors not later than 5 Business Days after the Tripartite Agreement
or New Lease has been delivered to the Buyer's Lawyers pursuant to paragraph 3.2.1;



 


		4.	INTEREST SOLD



 


		4.1.1	In respect of each US Lease Property, the interest sold by the Sellers to the Buyer under this
Agreement shall be the interest as created by the Lease of that Property where the Landlord's Consent to Assign shall have been
obtained by the Consent to Assign Cut Off Date (or such later date as the Sellers and the Buyer shall agree in writing).



 


		4.1.2	The Sellers may at any time prior to Property Completion remove any fixture and fitting in the
nature of a tenant's fixture or fitting ("Items") from any Lease Property and the Sellers shall make good any damage
caused by such removal and such Items within the part(s) of the Lease Property are excluded from the sale.



 


		4.1.3	The Sellers need not, further than it may be able to do so from any information in its possession:



 


		(a)	prove the exact boundaries of the Lease Property;



 


		(b)	prove who owns fences, ditches, hedges or walls; or



 




    	 	73	 



     


    

 


		(c)	separately identify parts of the Lease Property with different titles.



 


		5.	INDEMNITY



 


The Buyer is to indemnify the
Sellers against all claims arising from each US Lease after the applicable Landlord’s Consent to Assign has been obtained
(including claims which are unenforceable against the Buyer for want of registration).


 


		6.	INSURANCE



 


The Lease Property is at the
risk of the Buyer from (and including) the date of this Agreement.


 


		7.	NO SUB-SALES



 


The Sellers are entitled to
decline to transfer the Lease Property to any person other than the person or persons named in this Agreement as the Buyer.


 


		8.	BUYER’S ACKNOWLEDGEMENT OF CONDITION



 


		8.1	The Buyer acknowledges that before the date of this Agreement the Sellers have given the Buyer
and others authorised by the Buyer permission and the opportunity to inspect, survey and carry out investigations as to the condition
of each US Lease Property. The Buyer has formed its own views as to the condition of each US Lease Property and the suitability
of the Lease Property for the Buyer's purposes.



 


		8.2	The Buyer accepts:



 


		8.2.1	Each US Lease Property in the physical state it is at the date of this Agreement;



 


		8.2.2	the Lease Property is assigned subject to any subsisting breach of a condition or the tenant's
obligation relating to the physical state of the Lease Property, which renders the lease liable to forfeiture; and



 


		9.	NON MERGER



 


Notwithstanding completion
of the sale and purchase as contemplated by this Agreement, this Schedule 12 shall remain in full force and effect so far as anything
remains to be implemented.


 


		10.	CONTINUING LIABILITY



 


The Sellers shall be released
from any of the tenant’s obligations and/or covenants with the Landlord under the Lease from the date the Landlord Consent
to Assign is obtained.


 




    	 	74	 



     


    

 


Part 3


 


DETAILED
PROPERTY PROVISIONS - DUBAI PROPERTY


 


		1.	INTERPRETATION



 


In this Part 3 of Schedule
12 the following words and expressions have the following meanings:-


 


	"Actual Completion Date"	 	in relation to the Lease Property means the date upon which Property Completion of the Lease Property actually takes place.
	 	 	 
	"Applicable Law"	 	means any applicable laws of Dubai and the UAE, or rules, regulations, orders, statutes, decrees, approvals, consents, licences and ordinances of any Relevant Authority, as varied and amended from time to time.
	 	 	 
	"Consent to Assign Cut Off Date"	 	means the date which falls 6 months after the date of this Agreement.
	 	 	 
	"Contractual Completion Date"	 	means the Transfer Date.
	 	 	 
	"Landlord"	 	means, in relation to the Lease Property the person entitled to the reversion immediately expectant on the termination of the Lease.
	 	 	 
	"Lease"	 	means the lease agreement under which the Lease Property is held as stated in column 3 of Part 5 of this Schedule 12 (and includes any renewal of the Lease).
	 	 	 
	"Lease Property"	 	means the Dubai Property which is listed as "lease" property in column 2 of Part 5 of this Schedule 12.
	 	 	 
	"Landlord's Consent to Assign"	 	means the consent required to be given by the Landlord to permit the Sellers to assign the Lease Property to the Buyer in accordance with the terms of the Lease. 
	 	 	 
	"Landlord's Consent to Underlet"	 	means the consent required to be given by the Landlord to permit the Sellers to underlet the Lease Property to the Buyer in accordance with the terms of the Lease. 
	 	 	 
	"Licences"	 	means any or all of the following licences entered into between TECOM and the Seller in respect of the property stated:
	 	 	 
	 	 	(a) Licence (AG - 110063) dated 02.11.15 of storage facilities at Thuraya 1, Podium 1, Unit P1St01, Dubai, United Arab Emirates;
	 	 	 
	 	 	(b) Licence (AG - 110062) dated 02.11.15 of car parking area at Thuraya 1, Parking (1 space), Dubai, United Arab Emirates; 
	 	 	 
	 	 	 (c) Licence (AG – 110061) dated 02.11.15 of car parking area at Thuraya 1, Parking (4 spaces), Dubai, United Arab Emirates.
	 	 	 
	"Long Stop Date"	 	means the date which falls 12 months after the date of this Agreement.
	 	 	 
	"New Lease"	 	means any agreement to be entered into between the Landlord, and the Buyer for the lease of the Lease Property on comparable terms as currently in effect.  


 




    	 	75	 



     


    

 


	"Property Completion"	means completion of the sale and purchase of the Property pursuant to this Agreement.
	 	 
	"Register"	means the Ejari register or such other register currently maintained by the Real Estate Regulatory Authority/Dubai Land Department (as applicable), in which the Lease agreement is required to be registered under Applicable Law.
	 	 
	"Relevant Authority"	means the Government of the UAE and/or the Dubai, the Landlord, Dubai Municipality, the Dubai Land Department, Real Estate Regulatory Authority, the Roads and Transportation Authority, the Dubai Electricity and Water Authority, the Jebel Ali Free Zone Authority or other relevant authority having jurisdiction over the Lease Property and/or issue in question.
	 	 
	"Transfer" 	means the assignment by which the Lease Property is to be transferred to the Buyer on Property Completion.
	 	 
	"Tripartite Agreement"	means the agreement to be entered into between the Landlord, the Sellers and the Buyer in accordance with the terms of the Lease.
	 	 
	"Underlease"	means in relation to the Lease Property an underlease of the Property which shall accord with paragraph 6.3 and which shall take subject to any relevant Licences.


 


		2.	REQUIREMENT FOR LANDLORDS CONSENT TO ASSIGN OR UNDERLET



 


		2.1	Definitions of terms used in this paragraph 2



 


In this paragraph 2:-


 


		2.1.1	"Permitted Occupation Start Date" means the Transfer Date or (if later) the date
when Completion shall have actually taken place; and



 


		2.1.2	"Permitted Occupation Period" means the period commencing upon the Permitted Occupation
Start Date and expiring upon the earlier of:-



 


		(a)	the Actual Completion Date for the Lease Property;



 


		(b)	the date on which the Buyer is required to vacate the Lease Property pursuant to any provision
of this Agreement.



 


		2.2	Assignment of Lease



 


The Seller agrees to assign
its interest in the Lease (including any renewal of the Lease) to the Buyer on and from the Contractual Completion Date, subject
to, and in accordance with the terms of this Agreement.


 


		2.3	Conditionality



 


		2.3.1	Property Completion (but not the sale of the business carried on at it) is conditional upon the
Seller obtaining:



 


		(a)	the Landlord's Consent to Assign and to the extent required by the landlord as a condition to obtaining
the Landlord's Consent to Assign entering into the Tripartite Agreement;



 


		(b)	to the extent required by the Landlord as a condition to obtaining the Landlord's Consent to Assign,
a New Lease; or



 




    	 	76	 



     


    

 


		(c)	the Landlord's Consent to Underlet where an application is made pursuant to paragraph 2.5.



 


		2.4	Obtaining Landlord's Consent to Assign



 


In relation to the Lease Property:-


 


		2.4.1	the Seller and the Buyer shall use reasonable endeavours to obtain the Landlord's Consent to Assign
for the Lease as soon as possible;



 


		2.4.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord so as to secure the obligations of the Buyer to pay the rents
reserved by the Lease and to perform the covenants and other obligations on the part of the tenant contained in the Lease;



 


		2.4.3	when the Sellers have obtained the Landlord's Consent to Assign the Sellers shall procure that
the Sellers' Solicitors promptly notify the Buyer's Lawyers in writing of such fact;



 


		2.4.4	the Buyer shall promptly satisfy the lawful requirement of the Landlord or other third party and
shall take all steps to assist the Seller in obtaining the Landlord's Consent to Assign and without prejudice to the generality
of the foregoing shall:



 


		(a)	provide to the Seller all information, references and documents as shall be requested by any Landlord;



 


		(b)	if required, enter into the Tripartite Agreement or a New Lease with direct covenants with the
Landlord to observe and perform the tenant's covenants and obligations contained in the Lease or New Lease through the residue
of the term of that lease or until released; and



 


		(c)	if required, provide such guarantee, surety, rent deposit or other security for the obligations
of the Buyer (as tenant) under the Lease as is acceptable to the Landlord on a reasonable basis.



 


		2.5	Obtaining Landlord's Consent to Underlet



 


Where the Landlord's Consent
to Assign is not obtained by the Consent to Assign Cut Off Date (or such later date as the Sellers and the Buyer may agree in writing):-


 


		2.5.1	the Sellers and the Buyer shall use reasonable endeavours to obtain the Landlord's Consent to Underlet
in respect of the Lease as soon as possible;



 


		2.5.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord so as to secure the obligations of the Buyer to pay the rents
reserved by the proposed Underlease and to perform the covenants and other obligations on the part of the tenant to be contained
in the Underlease; and



 


		2.5.3	when the Sellers have obtained the Landlord's Consent to Underlet the Sellers shall procure that
the Sellers' Solicitors shall promptly notify the Buyer's Lawyers in writing of such fact.



 




    	 	77	 



     


    

 


		2.6	Permitted Occupation pending Property Completion



 


		2.6.1	This paragraph 2.6 shall apply to the Lease Property only if in respect of the Lease Property
the Transfer Date is later than the Permitted Occupation Start Date.



 


		2.6.2	Notwithstanding the non-completion of the Transfer or the Underlease the Buyer will pay to the
Sellers the whole of the Consideration on the Permitted Occupation Start Date.



 


		2.6.3	Throughout the Permitted Occupation Period the Sellers will:-



 


		(h)	hold the Lease Property on trust for the Buyer (insofar as it is not prohibited from doing so by
the Lease);



 


		(i)	permit the Buyer to use and occupy the Lease Property as bare licensee (but only for uses which
shall not be in breach of the tenant's obligations contained in the Lease and subject to any rights of occupation of third parties);



 


		(j)	not without the approval of the Buyer (not to be unreasonably withheld or delayed):



 


		(i)	effect or accept any variation or surrender or other termination of any of the Licences; nor



 


		(ii)	serve any notices upon the Landlord or the tenant under them.



 


		(k)	pay the rents and other sums reserved by or payable under the Lease of the Lease Property (subject
to the Buyer complying with its obligations in paragraph 2.6.5);



 


		(l)	promptly supply to the Buyer copies of all notices received by the Sellers or anyone acting on
behalf of the Sellers in relation to the Lease Property;



 


		(m)	deal with the Lease Property in all respects in accordance with the reasonable requests of the
Buyer subject to being indemnified by the Buyer in respect of any reasonable and proper costs incurred in respect of anything reasonably
and properly done in pursuance of such requests; and



 


		(n)	account to the Buyer for any income received from the Lease Property in so far as such income relates
to the Permitted Occupation Period and the Buyer would have been entitled to the same if completion of the Transfer pursuant to
this Agreement had taken place upon the Permitted Occupation Start Date.



 


		2.6.4	Throughout the Permitted Occupation Period and without prejudice to paragraph 2.6.3 (f):-



 


		(f)	the Sellers will at the Buyer's request serve notice to terminate the Lease in accordance with
any break rights contained in the Lease;



 


		(g)	any break notice served in accordance with paragraph 2.6.4 (a) will be in a form previously
approved by the Buyer and at the Buyer's election prepared and served on behalf of the Sellers by a firm of solicitors nominated
by the Buyer for that purpose;



 




    	 	78	 



     


    

 


		(h)	in relation to any break notice served, the Buyer may take all such appropriate actions in relation
to the Lease Property in order to ensure that any pre-conditions relating to the break contained in the Lease are complied with;



 


		(i)	if the pre-conditions to any break rights in the Lease require the payment of any sums to the Landlord
then subject to the Buyer first paying the same to the Sellers, the Sellers will pay those sums to the Landlord (by way of direct
transfer of cleared funds) in order to ensure that the relevant pre-condition is satisfied;



 


		(j)	where as a result of the break right being exercised any money has been paid to the Landlord which
relates to a period falling after the date of the break and under the terms of that Lease the same is due back to the Sellers as
tenant then the Sellers will use reasonable endeavours to obtain such sums as soon as reasonably practical and the Sellers will
pay the sums received to the Buyer within 5 Business Days of receipt.



 


		2.6.5	The Buyer will:-



 


		(a)	pay to the Sellers all rents and other sums payable by the tenant under the terms of the Lease
in so far as such rents and other sums:-



 


		(i)	would have been payable by the Buyer or its successors in title if completion of the Transfer of
the Lease Property pursuant to this Agreement had taken place upon the Permitted Occupation Start Date such rents and other sums
to be paid by the Buyer not later than 5 Business Days before such monies become due for payment under the terms of the relevant
Lease; and



 


		(ii)	become due under the terms of the relevant Lease prior to the actual completion of the Transfer
pursuant to this Agreement; and



 


		(b)	indemnify the Sellers against any other sums properly paid by the Sellers in respect of the Lease
Property in so far as such sums would have been payable by the Buyer if completion of the Transfer of the Lease Property had taken
place upon the Permitted Occupation Start Date.



 


		2.6.6	Throughout the Permitted Occupation Period the Buyer shall:-



 


		(a)	comply in all respects with the maintenance and repairing obligations contained in the Lease;



 


		(b)	comply with all statutory obligations relating to the Lease Property;



 


		(c)	not make nor permit the making of any alterations or additions to the Lease Property;



 


		(d)	not do anything nor permit anything to be done which shall be a breach of the tenant's obligations
under the Lease (but for the avoidance of doubt the occupation and use of the Lease Property as permitted by this paragraph 2.6.6
shall not constitute a breach by the Buyer);



 




    	 	79	 



     


    

 


		(e)	promptly supply to the Sellers copies of all notices received by the Buyer or anyone acting on
behalf of the Buyer in relation to the Lease Property; and



 


		(f)	comply with the covenants, conditions and obligations binding the Seller contained in the Licences.



 


		2.6.7	The Buyer shall indemnify the Sellers against and in respect of all reasonable and proper costs,
expenses, losses, demands, actions, liabilities, claims or proceedings reasonably and properly arising out of:-



 


		(a)	the Buyer's occupation and use of the Lease Property in advance of Property Completion; and



 


		(b)	the acts or omissions of the Buyer or its employees, agents or invitees upon or in the vicinity
of the Lease Property;



 


provided that where the Buyer
is required to vacate the Lease Property, then any indemnity provided by the Buyer in this Agreement does not extend to any costs,
expenses, losses, demands, actions, liabilities, claims or proceedings which relates to any period after such vacation and the
Buyer is only obliged to deliver the Lease Property back to the Sellers in the same state and condition as it was in at the date
the Buyer took occupation.


 


		2.6.8	The parties shall bear their own costs in relation to obtaining or seeking to obtain the Landlord's
Consent to Assign and/or Landlord's Consent to Underlet and the Sellers shall be responsible for the payment of the costs of the
Landlord in connection with the same.



 


		2.6.9	Occupation by the Buyer of the Lease Property pursuant to this paragraph 2.6.9 shall be by
way of a bare licence and not a tenancy and such licence shall terminate upon the expiry of the Permitted Occupation Period.



 


		2.6.10	The licence granted to the Buyer by this paragraph 2.6.10 shall not be assigned by the Buyer or
capable of being sub-licensed in relation to either the whole or any part of the Lease Property.



 


		2.6.11	The Buyer shall vacate the Lease Property as soon as reasonably practical:-



 


		(a)	upon this Agreement being terminated in relation to the Lease Property pursuant to paragraph 2.7;
or



 


		(b)	if:-



 


		(i)	the Landlord serves written notice upon the Sellers taking or threatening to take an action for
forfeiture of the Lease arising from the occupation of the Lease Property by the Buyer prior to the relevant grant of the Landlord's
Consent to Assign or Landlord's Consent to Underlet; and



 


		(ii)	the Sellers serve written notice upon the Buyer that as a result of such action or threatened action
the Buyer must vacate the Lease Property.



 




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		2.6.12	The Buyer shall not communicate with any Landlord or other third party directly.



 


		2.7	Termination in relation to the Property



 


		2.7.1	If in relation to the Lease Property neither Landlord's Consent to Assign (including any Tripartite
Agreement required as part of the Landlord's Consent to Assign) nor Landlord's Consent to Underlet has been obtained by the Long
Stop Date or if the Lease Property is terminated or comes to an end in accordance with its terms, then either the Sellers or the
Buyer may at any time thereafter (but not after Landlord's Consent to Assign or Landlord's Consent to Underlet has been obtained)
terminate this Agreement with regard to the Lease Property (but not the business carried on at it) by serving written notice to
such effect upon the other.



 


		2.7.2	If this Agreement is terminated in relation to the Lease Property pursuant to paragraph 2.7.1:-



 


		(a)	the Buyer and the Sellers shall be under no further obligation to obtain the Landlord's Consent
to Assign or the Landlord's Consent to Underlet. Such termination shall be without prejudice to the rights of either the Sellers
or the Buyer against the other in respect of any antecedent breach of their respective obligations contained in this Agreement;
and



 


		(b)	this Agreement will, in all other respects, remain in full force and effect.



 


		3.	TITLE TO THE LEASE PROPERTY



 


		3.1	The Buyer acknowledges that it has investigated the registration to the Lease Property prior to
the date of this Agreement. Accordingly the Buyer shall be deemed to have accepted such registration and not raise any enquiry
or requisition on the interest nor make any objection in respect of it after the date of this Agreement.



 


		4.	MATTERS AFFECTING THE PROPERTY



 


The Lease Property is sold
subject to, and where applicable with the benefit of, the following matters (so far as they affect that Lease Property and are
subsisting or capable of taking effect):-


 


		4.1	all matters discoverable by such inspections of the property as a prudent purchaser would make
(whether or not in fact made);



 


		4.2	all notices served and orders, demands, proposals or requirements made by any Relevant Authority
after the date of this Agreement;



 


		4.3	all actual or proposed orders, directions, notices, charges, restrictions, conditions, agreements
and other matters arising affecting that Lease Property;



 


		4.4	any matters contained in or referred to in the Licences;



 


		4.5	the rent reserved by and the covenants on the part of the lessee/tenant and the conditions contained
in and the other provisions of the Leases;



 


		4.6	all rights of way light and air support drainage and other rights easements liabilities and public
or private rights whatsoever and to any liability to repair or contribute to the repair or sewers drains pipes party structures
and other like matters;



 


		4.7	the Applicable Law;



 




    	 	81	 



     


    

 


		4.8	matters disclosed or treated as disclosed by the Disclosure Letter;



 


		4.9	the Buyer is to bear the cost of complying with any outstanding Relevant Authority requirement
and is to indemnify the Sellers against any liability resulting from a Relevant Authority requirement; and



 


		5.	VACANT POSSESSION



 


The Lease Property is sold
with vacant possession on Property Completion subject however to any matters to which that Property is sold subject.


 


		6.	PREPARATION AND EXECUTION OF TRIPARTITE AGREEMENT / NEW LEASE AND UNDERLEASE



 


		6.1	The Buyer acknowledges that as a condition of the Landlord's Consent to Assign, the Landlord may
require the Buyer to enter into either a Tripartite Agreement or New Lease (or both of them).



 


		6.2	Where a Tripartite Agreement or New Lease (as applicable) is needed as part of the Landlord's Consent
to Assign:-



 


		6.2.1	the Sellers shall procure that the Sellers' Solicitors shall obtain a copy of the Tripartite Agreement
or New Lease (as required by the Landlord) from the Landlord and supply such copy to the Buyer's Lawyers as soon as possible prior
to the Contractual Completion Date;



 


		6.2.2	the Buyer shall procure that the Tripartite Agreement or New Lease (as required by the Landlord)
is executed by the Buyer and returned to the Sellers' Solicitors not later than 5 Business Days after the Tripartite Agreement
or New Lease has been delivered to the Buyer's Lawyers pursuant to paragraph 6.2.1;



 


		6.3	Where Property Completion is to be effected by the grant of an Underlease:-



 


		6.3.1	the Underlease for the Lease Property shall be for a term equal to the residue of the term granted
by the Lease of the Lease Property less two days;



 


		6.3.2	the Underlease shall be at a rent equal to the rent passing under the Lease and shall be in substantially
the same form as the Lease with such amendments or additions as are necessary to reflect the terms of this Schedule 12 or as the
Landlord reasonably requires;



 


		6.3.3	the Buyer shall procure that the Buyer's Lawyers shall deliver to the Sellers' Solicitors a draft
Underlease not later than 10 Business Days after the Consent to Assign Cut Off Date or such later date as the Sellers and the Buyer
may agree in writing;



 


		6.3.4	the Sellers shall procure that the Sellers' Solicitors shall approve or amend that draft not later
than 5 Business Days after the delivery to them of the draft Underlease; and



 


		6.3.5	the Buyer shall procure that the engrossments of the Underlease and a counterpart thereof (the
counterpart being duly executed by the Buyer) shall be returned to the Sellers' Solicitors not later than 5 Business Days after
the draft has been returned to the Buyer's Lawyers approved or revised as above.



 




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		7.	INTEREST SOLD



 


		7.1	In respect of the Lease Property:-



 


		7.1.1	the interest sold by the Sellers to the Buyer under this Agreement shall be the interest as created
by the Lease of that Property where the Landlord's Consent to Assign shall have been obtained by the Long Stop Date (or such later
date as the Sellers and the Buyer shall agree in writing).



 


		7.1.2	otherwise Property Completion shall be effected by the grant of an Underlease and the interest
sold shall be the interest as created by the Underlease.



 


		7.2	The Sellers may at any time prior to Property Completion remove any fixture and fitting in the
nature of a tenant's fixture or fitting ("Items") from any Lease Property and the Sellers shall make good any damage
caused by such removal and such Items within the part(s) of the Lease Property are excluded from the sale.



 


		7.3	The Sellers need not, further than it may be able to do so from any information in its possession:



 


		7.3.1	prove the exact boundaries of the Lease Property;



 


		7.3.2	prove who owns fences, ditches, hedges or walls; or



 


		7.3.3	separately identify parts of the Lease Property with different titles.



 


		8.	COMPLETION



 


		8.1	Property Completion of the Lease Property shall take place on the Contractual Completion Date for
the Lease Property.



 


		8.2	Any Property Completion by post or through a document exchange shall be at the Buyer's expense
and risk and neither the Sellers nor the Sellers' Solicitors shall be liable for the loss of any documents so sent so long as they
were properly addressed.



 


		8.3	The Buyer is to indemnify the Sellers against all claims arising from the Lease after the Actual
Completion Date (including claims which are unenforceable against the Buyer for want of registration).



 


		9.	INSURANCE



 


The Lease Property is at the
risk of the Buyer from (and including) the date of this Agreement.


 


		10.	APPORTIONMENTS



 


		10.1	For the purposes of Clause 21 (Apportionments), any income, any rent and other annual outgoing
from the Lease Property is to be apportioned on an annual basis with 1/365 of the annual amount due accruing each day. All sums
are to be apportioned on the Actual Completion Date.



 


		10.2	When a sum to be apportioned, or the rate at which it is to be treated as accruing, is not known
or easily ascertainable at the Transfer Date, a provisional apportionment is to be made according to the best estimate available.
As soon as the amount is known, a final apportionment is to be made and notified to the other party. Any resulting balance is to
be paid no more than ten Business Days later, and if not then paid the balance is to bear interest until payment at four per cent
above the base lending rate of Bank of England.



 




    	 	83	 



     


    

 


		11.	NO SUB-SALES



 


The Sellers are entitled to
decline to transfer the Lease Property to any person other than the person or persons named in this Agreement as the Buyer.


 


		12.	BUYER’S ACKNOWLEDGEMENT OF CONDITION



 


		12.1	The Buyer acknowledges that before the date of this Agreement the Sellers have given the Buyer
and others authorised by the Buyer permission and the opportunity to inspect, survey and carry out investigations as to the condition
of the Lease Property. The Buyer has formed its own views as to the condition of the Lease Property and the suitability of the
Lease Property for the Buyer's purposes.



 


		12.2	The Buyer accepts:



 


		12.2.1	the Lease Property in the physical state it is at the date of this Agreement;



 


		12.2.2	the Lease Property is sold subject to any subsisting breach of a condition or the tenant's obligation
relating to the physical state of the Lease Property, which renders the lease liable to forfeiture; and



 


		12.2.3	where an Underlease is granted it is subject to any subsisting breach of a condition or the tenant's
obligation relating to the physical state of the Lease Property, which renders the Sellers own Lease liable to forfeiture.



 


		13.	NON MERGER



 


Notwithstanding completion
of the sale and purchase as contemplated by this Agreement, this Schedule 12 shall remain in full force and effect so far as anything
remains to be implemented.


 


		14.	CONTINUING LIABILITY



 


The Sellers shall be released
from any of the tenants obligations and/or covenants with the Landlord, under the Lease from the Actual Completion Date.


 




    	 	84	 



     


    

 


Part 4


 


DETAILED
PROPERTY PROVISIONS - SINGAPORE PROPERTY


 


		1.	INTERPRETATION



 


In this Part 4 of Schedule
12 the following words and expressions have the following meanings:-


 


	"Current Rent"	means the existing rent payable pursuant to and under the Singapore Lease
	 	 
	"Effective Date"	in relation to the Singapore Property means the date upon which one of the following (as the case may be) takes place:
	 	 
	 	(a)	The Singapore Lease is effectively assigned or deemed effectively assigned to the Buyer; or 
	 	 	 
	 	(b)	The commencement of the term pursuant to the Underlease; or 
	 	 	 
	 	(c)	The commencement of the term pursuant to the fresh tenancy agreement entered into between the Landlord and the Buyer.
	 	 
	"Landlord"	means, in relation to the Singapore Property the person entitled to the reversion immediately expectant on the termination of the Singapore Lease
	 	 
	"Singapore Lease"	means the tenancy or lease under which the Singapore Property is held as stated in Item 9, column 3 of Part 5 of this Schedule
	 	 
	"Licence to Assign"	means the licence or consent required to be given by the Landlord to permit the Sellers and/or the UK Seller to assign, transfer or novate the Singapore Lease of the Singapore Property to the Buyer in accordance with the terms of the Singapore Lease of the Singapore Property
	 	 
	"Licence to Assign Cut Off Date"	means the date which falls 2 months after the Transfer Date 
	 	 
	"Licence to Underlet"	means in relation to the Singapore Property the licence or consent required to be given by the Landlord to permit the Sellers and/or the UK Seller to underlet the Singapore Property to the Buyer in accordance with the terms of the Singapore Lease of that Property
	 	 
	"Long Stop Date"	means the date which falls 2 months after the Transfer Date
	 	 
	"Singapore Property"	means the Property which is listed as item 9 of Part 5 of this Schedule
	 	 
	"Transfer" 	means the assignment, transfer or novation (as appropriate) by which the Singapore Lease of the Singapore Property is to be transferred to the Buyer on the Effective Date.
	 	 
	"Underlease"	means in relation to the Singapore Property an underlease of the Singapore Property which shall accord with paragraph 4.2.


 




    	 	85	 



     


    

 


		2.	requirement for Licence to assign or underlet



 


		2.1	Definitions of terms used in this paragraph 2



 


In this paragraph 2:-


 


		2.1.1	"Permitted Occupation Start Date" means the Transfer Date or (if later) the date
when completion of the Business and Assets other than the Property shall have actually taken place; and



 


		2.1.2	"Permitted Occupation Period" means the period commencing upon the Permitted Occupation
Start Date and expiring upon the earlier of:-



 


		(c)	the Effective Date; or



 


		(d)	the date on which the Buyer is required to vacate the Singapore Property pursuant to any provision
of this Agreement.



 


		2.2	Conditionality



 


Property Completion of the
sale and purchase of the Leasehold Property (but not the sale of the business carried on at it) shall not be conditional
upon the grant of the Licence to Assign or the Licence to Underlet in respect of the Singapore Property.


 


		2.3	Obtaining a Licence to Assign



 


In relation to the Singapore
Property:-


 


		2.3.1	the Sellers and the Buyer shall use reasonable endeavours to obtain the relevant Licence to Assign
for the Singapore Lease as soon as possible;



 


		2.3.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord so as to secure the obligations of the Buyer to pay the rents
reserved by the Singapore Lease and to perform the covenants and other obligations on the part of the tenant contained in the Singapore
Lease;



 


		2.3.3	when the Sellers and/or the UK Seller have obtained the relevant Licence to Assign the Sellers
and/or the UK Seller shall procure that the Sellers' Solicitors promptly notify the Buyer's Lawyers in writing of such fact.



 


		2.3.4	The Buyer shall promptly satisfy the reasonable requirement of the Landlord or other third party
and shall take all steps to assist the Seller in obtaining the Licence to Assign and without prejudice to the generality of the
foregoing shall:



 


		(a)	provide to the Seller all information, references and documents as shall be requested by any Landlord
or other third party to support any application for Licence to Assign made by the Seller;



 


		(b)	in any licence to assign, enter into direct covenants with the relevant Landlord to observe and
perform the tenant's covenants and obligations contained in the relevant Singapore Lease through the residue of the term of that
lease or until released; and



 


		(c)	if required provide such guarantee, surety, rent deposit or other security for the obligations
of the Buyer (as tenant) under the relevant lease as is acceptable to the relevant Landlord on a reasonable basis.



 




    	 	86	 



     


    

 


		2.3.5	The Buyer shall promptly enter into such instruments, agreements or other documents with the Seller
and/or the Landlord and/or such other third party to give effect to the Transfer.



 


		2.3.6	Without prejudice to the generality of Clauses 2.3.4 and 2.3.5 and for the avoidance of doubt,
where the Landlord requires the UK Seller to terminate the Singapore Lease and the Buyer to enter into a fresh tenancy agreement
with the Landlord:-



 


		(a)	the Sellers and/or the UK Seller shall obtain and sign the relevant agreement, deed or document
relating to the surrender or termination of the Singapore Lease as soon as possible; and



 


		(b)	the Buyer shall obtain and sign the relevant agreement, deed or document relating to the fresh
lease as soon as possible and if required by the Landlord, provide (without limitation) such guarantee, surety, rent deposit, other
security, advance rental, and stamp duty on the fresh tenancy agreement.



 


		2.4	Obtaining a Licence to Underlet



 


Where in relation to the Singapore
Property a Licence to Assign for the Singapore Lease is not obtained by the Licence to Assign Cut Off Date (or such later date
as the Sellers and/or the UK Seller and the Buyer may agree in writing):-


 


		2.4.1	the Sellers and/or the UK Seller and the Buyer shall use reasonable endeavours to obtain a Licence
to Underlet in respect of that Singapore Lease as soon as possible;



 


		2.4.2	if so required by the Landlord the Buyer shall provide such security (whether by way of guarantee,
deposit or otherwise) as may reasonably be required by the Landlord so as to secure the obligations of the Buyer to pay the rents
reserved by the proposed Underlease and to perform the covenants and other obligations on the part of the tenant to be contained
in the Underlease;



 


		2.4.3	when the Sellers and/or the UK Seller have obtained the relevant Licence to Underlet the Sellers
and/or the UK Seller shall procure that the Sellers' Solicitors shall promptly notify the Buyer's Lawyers in writing of such fact
and thereafter, the Buyer shall:-



 


		(a)	promptly enter into an Underlease as reasonably required the Seller and/or the Landlord; and



 


		(b)	provide (without limitation) such guarantee, surety or other security, the Landlord’s administrative
fees (if any) and stamp duty on the Underlease.



 


		2.5	Permitted Occupation pending Completion of Transfer



 


		2.5.1	This paragraph 2.5 shall apply to the Singapore Property in the following circumstances:



 


		(a)	the Licence to Assign or the Licence to Underlet has not been obtained by the Permitted Occupation
Start Date; or



 


		(b)	the Licence to Assign or the Licence to Underlet has been obtained but the Effective Date is later
than the Permitted Occupation Start Date.



 




    	 	87	 



     


    

 


		2.5.2	Notwithstanding the non-completion of the Transfer or the Underlease the Buyer will pay to the
Sellers the whole of the Consideration on the Permitted Occupation Start Date.



 


		2.5.3	Throughout the Permitted Occupation Period the UK Seller will:-



 


		(h)	hold the Singapore Lease on trust for the Buyer (insofar as it is not prohibited from doing so
by the Singapore Lease);



 


		(i)	permit the Buyer to use and occupy the Singapore Property as bare licensee (but only for uses which
shall not be in breach of the tenant's obligations contained in the Singapore Lease and subject to any rights of occupation of
third parties);



 


		(j)	not without the approval of the Buyer (not to be unreasonably withheld or delayed):



 


		(i)	effect or accept any variation or surrender or termination of the Singapore Lease;



 


		(ii)	serve any notices upon the Landlord; nor



 


		(iii)	exercise any option to renew the existing Singapore Lease.



 


		(k)	pay the rents and other sums reserved by or payable under the Singapore Lease (subject to the Buyer
complying with its obligations in paragraph 2.5.5);



 


		(l)	promptly supply to the Buyer copies of all notices received by the Sellers and/or the UK Seller
or anyone acting on behalf of the Sellers and/or the UK Seller in relation to the Singapore Property;



 


		(m)	deal with the Singapore Property in all respects in accordance with the reasonable requests of
the Buyer subject to being indemnified by the Buyer in respect of any reasonable and proper costs incurred in respect of anything
reasonably and properly done in pursuance of such requests; and



 


		(n)	account to the Buyer for any income received from the Singapore Property in so far as such income
relates to the Permitted Occupation Period and the Buyer would have been entitled to the same if completion of the Transfer pursuant
to this Agreement had taken place upon the Permitted Occupation Start Date.



 


		2.5.4	Throughout the Permitted Occupation Period and without prejudice to paragraph 2.5.3(f):-



 


		(k)	the UK Seller will at the Buyer's request serve notice to terminate the Singapore Lease in accordance
with any break rights contained in that Singapore Lease;



 


		(l)	any break notice served in accordance with paragraph 3.6.4(a) will be in a form previously
approved by the Buyer and at the Buyer's election prepared and served on behalf of the UK Seller by a firm of solicitors nominated
by the Buyer for that purpose;



 


		(m)	in relation to any break notice served, the Buyer may take all such appropriate actions in relation
to the Singapore Property in order to ensure that any pre-conditions relating to the break contained in the relevant Singapore
Lease are complied with;



 




    	 	88	 



     


    

 


		(n)	if the pre-conditions to any break rights in the Singapore Lease require the payment of any sums
to the Landlord then subject to the Buyer first paying the same to the Sellers and/or the UK Seller, the Sellers and/or the UK
Seller will pay those sums to the Landlord (by way of direct transfer of cleared funds) in order to ensure that the relevant pre-condition
is satisfied;



 


		(o)	where as a result of the break right being exercised any money has been paid to the Landlord which
relates to a period falling after the date of the break and under the terms of that Singapore Lease the same is due back to the
UK Seller as tenant then the Sellers and/or the UK Seller will use reasonable endeavours to obtain such sums as soon as reasonably
practical and the UK Seller will pay the sums received to the Buyer within 5 Business Days of receipt.



 


		2.5.5	The Buyer will:-



 


		(a)	pay to the Sellers and/or the UK Seller all rents and other sums (including but not limited to
utilities charges) payable by the tenant under the terms of that Singapore Lease in so far as such rents and other sums:-



 


		(i)	would have been payable by the Buyer or its successors in title if completion of the Transfer of
the Singapore Property pursuant to this Agreement had taken place upon the Permitted Occupation Start Date such rents and other
sums to be paid by the Buyer not later than 5 Business Days before such monies become due for payment under the terms of the
Singapore Lease; and



 


		(ii)	become due under the terms of the Singapore Lease prior to the actual completion of the Transfer
pursuant to this Agreement; and



 


		(b)	indemnify the Sellers and/or the UK Seller against any other sums properly paid by the Sellers
and/or the UK Seller in respect of the Singapore Property in so far as such sums would have been payable by the Buyer if completion
of the Transfer of the Singapore Property had taken place upon the Permitted Occupation Start Date.



 


		2.5.6	Throughout the Permitted Occupation Period the Buyer shall:-



 


		(a)	comply with all the covenants and obligations of the tenant under the Singapore Lease;



 


		(b)	comply in all respects with the maintenance and repairing obligations contained in the relevant
Singapore Lease;



 


		(c)	comply with all statutory obligations relating to the Singapore Property;



 


		(d)	not make nor permit the making of any alterations or additions to the Singapore Property;



 




    	 	89	 



     


    

 


		(e)	not do anything nor permit anything to be done which shall be a breach of the tenant's obligations
under the Singapore Lease; and



 


		(f)	promptly supply to the Sellers and/or the UK Seller copies of all notices received by the Buyer
or anyone acting on behalf of the Buyer in relation to the Singapore Property.



 


		2.5.7	The Buyer shall indemnify the Sellers and/or the UK Seller against and in respect of all reasonable
and proper costs, expenses, losses, demands, actions, liabilities, claims or proceedings reasonably and properly arising out of:-



 


		(a)	the Buyer's occupation and use of the Singapore Property in advance of Property Completion; and



 


		(b)	the acts or omissions of the Buyer or its employees, agents or invitees upon or in the vicinity
of the Singapore Property;



 


provided that where the Buyer
is required to vacate the Singapore Property, then any indemnity provided by the Buyer in this Agreement does not extend to any
costs, expenses, losses, demands, actions, liabilities, claims or proceedings which relates to any period after such vacation and
the Buyer is only obliged to deliver the relevant Singapore Property back to the Sellers and/or the UK Seller in the same state
and condition as it was in at the date the Buyer took occupation.


 


		2.5.8	The parties shall bear their own costs in relation to obtaining or seeking to obtain the Licence
to Assign and/or Licence to Underlet and the Sellers and/or the UK Seller shall be responsible for the payment of the costs of
the Landlord in connection with the same.



 


		2.5.9	Occupation by the Buyer of the Singapore Property pursuant to this paragraph 2.5 shall be
by way of a bare licence and not a tenancy and such licence shall terminate upon the expiry of the Permitted Occupation Period.



 


		2.5.10	The licence granted to the Buyer by this paragraph 2.5 shall not be assigned by the Buyer or capable
of being sub-licensed in relation to either the whole or any part of the Singapore Property.



 


		2.5.11	The Buyer shall vacate the Singapore Property as soon as reasonably practical:-



 


		(a)	upon this Agreement being terminated for whatever reason; or



 


		(b)	if:-



 


		(i)	the Landlord serves written notice upon the UK Seller taking or threatening to take an action for
breach or forfeiture of the Singapore Lease arising from the occupation of the Singapore Property by the Buyer; and



 


		(ii)	the Sellers and/or the UK Seller serve written notice upon the Buyer that as a result of such action
or threatened action the Buyer must vacate the Singapore Property.



 




    	 	90	 



     


    

 


		2.5.12	The Buyer shall not communicate with any Landlord or other third party directly.



 


		2.6	Termination in relation to the Singapore Property



 


		2.6.1	If in relation to the relevant Singapore Property neither Licence to Assign nor Licence to Underlet
has been obtained by the Long Stop Date, then either the Sellers or the Buyer may at any time thereafter (but not after Licence
to Assign or Licence to Underlet has been obtained) terminate this Agreement with regard to the relevant Singapore Property (but
not the business carried on at it) by serving written notice to such effect upon the other.



 


		2.6.2	If in relation to the relevant Singapore Property the Landlord rejects or refuses to grant the
Licence to Assign or Licence to Underlet, then either the Sellers or the Buyer may at any time thereafter (but not before the date
of such refusal or reject by the Landlord) terminate this Agreement with regard to the Singapore Lease (but not the business carried
on at it) by serving written notice to such effect upon the other.



 


		2.6.3	If this Agreement is terminated in relation to any Singapore Property pursuant to paragraph 3.8.1
or 2.6.2:-



 


		(a)	the Buyer and the Sellers shall be under no further obligation to obtain the Licence to Assign
or the Licence to Underlet and any Permitted Occupation Period will terminate. Such termination shall be without prejudice to the
rights of either the Sellers or the Buyer against the other in respect of any antecedent breach of their respective obligations
contained in this Agreement; and



 


		(b)	this Agreement will, in all other respects, remain in full force and effect.



 


		3.	Matters Affecting the Property



 


The Singapore Lease is assigned
to the Buyer subject to and where applicable with the benefit of the following matters (so far as they affect that Singapore Property
and are subsisting or capable of taking effect):-


 


		3.1	the matters contained in or referred to in the tenancy agreement dated 10 April 2010;



 


		3.2	all matters which would be disclosed by a local search at the Singapore Land Authority or such
other public register or authority;



 


		3.3	all matters discoverable by such inspections of the property as a prudent purchaser would make
(whether or not in fact made);



 


		3.4	all notices served and orders, demands, proposals or requirements made by any local or any public
or other competent authority after the date of this Agreement;



 


		3.5	all actual or proposed orders, directions, notices, charges, restrictions, conditions, agreements
and other matters arising under any legislation affecting that Singapore Property;



 


		3.6	any liability to repair or contribute to the repair pursuant to any term of the tenancy agreement
and other like matters; and



 


		3.7	matters disclosed or treated as disclosed by the Disclosure Letter.



 




    	 	91	 



     


    

 


		4.	preparation and Execution of Assignment, NOVATION OR
Underlease 



 


		4.1	Where completion of the Transfer is to be effected by an Assignment:-



 


		4.1.1	the Sellers and/or the UK Seller shall procure that the Sellers' Solicitors shall prepare engrossments
of the deed of assignment and a duplicate thereof and supply such engrossments to the Buyer's Lawyers not later than 10 Business
Days prior to the Effective Date;



 


		4.1.2	the Buyer shall procure that the engrossments of the deed of assignment and the duplicate thereof
duly executed by the Buyer shall be returned to the Sellers and/or the UK Seller' Solicitors not later than 5 Business Days
after such engrossments have been delivered to the Buyer's Lawyers pursuant to paragraph 4.1.1;



 


		4.1.3	the UK Seller’s or its solicitors shall as soon as practicable after receipt of the duly
executed deed of assignment from the Buyer issue the relevant notice of assignment to the Landlord; and



 


		4.1.4	the form of the deed of assignment shall be in substantially the same form as the draft annexed
to this Agreement or as reasonably required or approved by the Landlord.



 


		4.2	Where completion of the Transfer is to be effected by a Novation:-



 


		4.2.1	the Sellers and/or the UK Seller shall procure that the Sellers' Solicitors shall prepare engrossments
of the novation document in triplicate and supply the engrossments to the Buyer's Lawyers not later than 10 Business Days
prior to the Effective Date;



 


		4.2.2	the Buyer shall procure that the engrossments of the Deed of Assignment and the duplicate thereof
duly executed by the Buyer shall be returned to the Sellers and/or the UK Seller' Solicitors not later than 5 Business Days
after such engrossments have been delivered to the Buyer's Lawyers pursuant to paragraph 4.2.1;



 


		4.2.3	the UK Seller’s or its solicitors shall as soon as practicable after receipt of the duly
executed novation documents from the Buyer forward the same to the Landlord or its solicitors for the Landlord’s execution;
and



 


		4.2.4	the form of the novation document shall be in substantially the same form as the draft annexed
to this Agreement or as reasonably required or approved by the Landlord.



 


		4.3	Where completion of the Transfer is to be effected by the grant of an Underlease:-



 


		4.3.1	the Underlease for each Singapore Property shall be for a term equal to the residue of the term
granted by the Singapore Lease of that Singapore Property less two days;



 


		4.3.2	the Underlease shall be at a rent equal to the rent passing under the Singapore Lease plus goods
and services tax and shall be in substantially the same form as the draft Underlease annexed to this Agreement with such amendments
or additions as are necessary to reflect the terms of this Schedule or as the Landlord reasonably requires;



 


		4.3.3	the Buyer shall procure that the Buyer's Lawyers shall deliver to the Sellers and/or the UK Seller'
Solicitors a draft Underlease not later than 10 Business Days after the Landlord has granted the Licence to Underlet or such
later date as the Sellers and/or the UK Seller and the Buyer may agree in writing;



 




    	 	92	 



     


    

 


		4.3.4	the Sellers and/or the UK Seller shall procure that the Sellers' Solicitors shall approve or amend
that draft not later than 5 Business Days after the delivery to them of the draft Underlease;



 


		4.3.5	the Sellers and/or the UK Seller shall thereafter procure the approval of the Landlord in respect
of the draft Underlease;



 


		4.3.6	the Buyer shall procure that the engrossments of the Underlease and a counterpart thereof (the
counterpart being duly executed by the Buyer) shall be returned to the Sellers' Solicitors not later than 5 Business Days
after the draft has been returned to the Buyer's Lawyers duly approved or revised by the Seller’s solicitors and the Landlord.



 


		5.	Completion OF TRANSFER



 


		5.1	Completion of the Transfer by post or through a document exchange shall be at the Buyer's expense
and risk and neither the Sellers nor the Sellers' Solicitors shall be liable for the loss of any documents so sent so long as they
were properly addressed.



 


		6.	Buyer’s Acknowledgement of Condition



 


		6.1	The Buyer acknowledges that before the date of this Agreement the Sellers and/or the UK Seller
have given the Buyer and others authorised by the Buyer permission and the opportunity to inspect, survey and carry out investigations
as to the condition of the Singapore Property. The Buyer has formed its own views as to the condition of the Singapore Property
and the suitability of the Singapore Property for the Buyer's purposes.



 


		7.	OPTION TO RENEW



 


		7.1	Pending the Licence to Assign and Licence to Underlet being granted by the Landlord, no decision
shall be made by the UK Seller as to whether or not to exercise the option under the Singapore Lease to renew the Singapore Lease
for a further term as set out in the Singapore Lease. For the avoidance of doubt, the UK Seller shall not be obliged to exercise
the option to renew the Singapore tenancy for a further term during the Permitted Occupation Period where the Licence to Assign
and Licence to Underlet has not been obtained.



 


		7.2	In the event this Agreement is terminated in respect of the Singapore Property pursuant to any
of the provisions under Paragraph 2.6, the Seller shall be at liberty to exercise or lapse the option under the Singapore Lease
to renew the Singapore Lease for a further term.



 


		7.3	The sub-paragraphs shall only apply after the Landlord has granted a Licence to Assign or Licence
to Underlet:-



 


		(a)	The UK Seller warrant to the Buyer that as at the date of this Agreement it has not issue any written
request to the Landlord to renew the existing Singapore Lease.



 


		(b)	The Sellers and/or UK Seller will undertake all negotiations in connection with the new rent following
the written request to renew the Singapore Lease on behalf of the Buyer (and to the extent necessary as agent for and on behalf
of the Buyer) but will not make any representations or send any correspondence to the Landlord or the Landlord's advisors without
the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed). The Sellers and/or UK Seller
will (at the Buyer’s cost) instruct such surveyors, solicitors, counsel or other professional persons (the "Advisors")
and will conduct such negotiations in line with the proper recommendations of such Advisors in connection with the intention of
agreeing to any new rentals or conditions (if any) of the renewed term.



 




    	 	93	 



     


    

 


		(c)	The Sellers and/or UK Seller will keep the Buyer fully informed at all times of all negotiations
and proceedings relating to the negotiations for the renewed term and will ensure that all reasonable representations of the Buyer
are taken into account and the Sellers and/or UK Seller will promptly supply the Buyer with any information or copies of documents
relating to the said negotiations as shall be in the possession of the Sellers from time to time.



 


		(d)	The Sellers and/or UK Seller will use all reasonable endeavours in negotiations of the rent payable
for the renewed term to agree either a nil increase (if reasonable) of the Current Rent or as low an increase as is reasonably
practicable and will not agree to any such increase of the Current Rent without the prior written consent of the Buyer (such consent
not to be unreasonably withheld or delayed).



 


		(e)	The Buyer will respond in writing to the Sellers and/or UK Seller as soon as reasonably practical
which (except in the case of a litigation or arbitration deadline applying) will be no shorter than 5 Business Days to any request
for agreement in respect of the new rental payable for the renewed term.



 


		8.	NON MERGER



 


			Notwithstanding completion of the sale and purchase as contemplated by this Agreement, this Part
4 of this Schedule shall remain in full force and effect so far as anything remains to be implemented.



 




    	 	94	 



     


    

 


Part 5


 


The
Properties


 


	No	 	Property	 	Tenure	 	Title Details [and 

Superior Lease]	 	Jurisdiction
	1.	 	Waterside House, Earls Colne Business Park, Earls Colne, Colchester, Essex, England, U.K.	 	
        English Leasehold (registered)

         
	 	
        Registered at the Land Registry under Title
        Number EX823887

         
	 	English Property
	2.	 	The Fairways, Earls Colne Business Park, Earls Colne, Colchester, Essex, England, U.K.

                                  
	 	English Leasehold (registered)	 	Registered at the Land Registry under Title Number EX881136	 	English Property
	3.	 	Suite 1158, The Park, Anaheim, Orange County, California, 92801	 	Lease	 	 	 	U.S. Property
	4.	 	Building 6, 101 Billerica Avenue, Billerica, Massachusetts

                                  
	 	Lease	 	 	 	U.S. Property
	5.	 	TECOM, Thuraya 1, Floor 14, Unit 1402, Dubai, United Arab Emirates

                                  
	 	Lease 	 	 	 	Dubai Property
	6.	 	8 Burn Road, Trivex #11-02, Singapore, 369977	 	Tenancy Agreement	 	 	 	Singapore Property


 




    	 	95	 



     


    

 


Schedule 10


 


SUPPLIER
CONTRACTS


 


	Number	 	Contract Name	 	Date of contract
	1.	 	SAF Tehnika

                                     
	 	14 April 2015
	2.	 	Axis Electronics

                                     
	 	8 February 2013
	3.	 	Briton

                                     
	 	8 February 2013
	4.	 	STI

                                     
	 	22 June 2013
	5.	 	Carbonia Composites

                                     
	 	Unsigned
	6.	 	Electro Assembly

                                     
	 	18 December 2013
	7.	 	J&W Microwave Engineering 

                                     
	 	Unsigned
	8.	 	Paxford Composites

                                     
	 	Unsigned
	9.	 	Portafix

                                     
	 	4 February 2013
	10.	 	Acturus

                                     
	 	11 June 2015
	11.	 	EPE Manufacturing

                                     
	 	Undated
	12.	 	UPM	 	7 February 2014


 




    	 	96	 



     


    

 


Schedule 11


 


CUSTOMER
CONTRACTS


 


	Number	 	Contract Name	 	Date of Contract
	1.	 	Al-Jazeera

                                         
	 	31 August 2013
	2.	 	C-Com

                                         
	 	8 May 2013
	3.	 	Datapath

                                         
	 	12 April 2013
	4.	 	NBC

                                         
	 	24 June 2013
	5.	 	TVU

                                         
	 	4 March 2014
	6.	 	Polimeks

                                         
	 	31 March 2016
	7.	 	Redline

                                         
	 	5 May 2016
	8.	 	Fundetel

                                         
	 	23 October 2015
	9.	 	Contra Costa County

                                         
	 	August 2016
	10.	 	ND Satcom

                                         
	 	20 March 2014
	11.	 	NEL

                                         
	 	October 2009
	12.	 	Pierides TechnoSystems Ltd

                                         
	 	12 October 2015
	13.	 	Sales Cube GmbH

                                         
	 	3 June 2015
	14.	 	Studio Hamburg MCI GmbH

                                         
	 	11 August 2015
	15.	 	High End Broadcast Technology Phils, Inc  Reseller 

                                         
	 	1 July 2015
	16.	 	Beijing Century Sage 

                                         
	 	1 July 2015
	17.	 	Strong Brothers 1961 Company Ltd

                                         
	 	1 July 2015
	18.	 	ATL Systems S.r.l

                                         
	 	15 October 2015
	19.	 	AVI Systems Electronics GmbH

                                         
	 	18 August 2015
	20.	 	Avi Systems Herocast 

                                         
	 	10 June 2015
	21.	 	AVIT Systems Norge As Herocast

                                         
	 	20 November 2015
	22.	 	Catur Mitra Adhikara pt

                                         
	 	1 July 2015
	23.	 	Frontline Communications

                                         
	 	9 March 2016
	24.	 	Viet Thong Development & Service (INSYS) 

                                         
	 	1 January 2016
	25.	 	MRC Korea INC

                                         
	 	1 January 2016
	26.	 	Lumina Broadcast Systems	 	1 January 2016


 




    	 	97	 



     


    

 


	27.	 	MaxLink Technology Ltd

                                                     
	 	1 January 2016
	28.	 	Moubic Inc

                                         
	 	1 January 2016
	29.	 	Qin Media Herocast

                                         
	 	3 March 2015
	30.	 	Ria Corporation

                                            
	 	9 March 2016
	31.	 	Akuta Ltd

                                            
	 	21 June 2016
	32.	 	Studio Hamburg MCI GmbH Herocast

                                            
	 	1 June 2015
	33.	 	Twenty 4 Seven s.c

                                            
	 	29 May 2015
	34.	 	Telemeter Electronic GmbH

                                            
	 	Unsigned
	35.	 	Aly Alson Capital (AAC)

                                            
	 	1 July 2015
	36.	 	Mediacast Pte Ltd

                                            
	 	1 January 2016
	37.	 	New Digital Technology Holdings Ltd 

                                            
	 	1 January 2016
	38.	 	NTI 

                                            
	 	12 October 2015
	39.	 	Spectracom

                                            
	 	31 March 2016
	40.	 	Honsuit Industrial Ltd

                                            
	 	1 January 2016
	41.	 	Ontario Soluciones S.L

                                            
	 	13 October 2015
	42.	 	Networks (Sajjad)

                                            
	 	6 July 2015
	43.	 	NPO SP

                                            
	 	12 October 2015
	44.	 	SATCAST LLC

                                            
	 	15 October 2015
	45.	 	Twenty 4 Seven (Poland)

                                            
	 	4 August 2015
	46.	 	Heartland Video Systems

                                            
	 	3 January 2016
	47.	 	XipLink Inc	 	3 September 2014


 




    	 	98	 



     


    

 


Schedule 12


 


POSITION
PENDING COMPLETION


 


(Clause 6)


 


		1.	Each of the UK Seller and US Seller shall, and shall procure that the Business operated by it will,
save to the extent expressly required by this Agreement or save with the prior written consent of the Buyer (such consent not to
be unreasonably withheld or delayed):-



 


		1.1	continue to operate in the ordinary and usual course of business;



 


		1.2	not commit or allow or procure any act or omission which would constitute or give rise to a breach
of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances
then existing;



 


		1.3	immediately notify the Buyer of any fact or matter (whether existing on or before the date of this
Agreement, or arising afterwards) which constitutes a breach, or potential breach of Warranty if the Warranties were to be repeated
on or at any time before Completion by reference to the facts and circumstances then existing of which the Sellers become aware;



 


		1.4	allow the Buyer and its representatives, on reasonable notice and during Working Hours, access
to the management of the Business and to the Employees, the Property and the Records and such further facilities and information
relating to the Business as they may reasonably require;



 


		1.5	not acquire or dispose of, or agree to acquire or dispose of, any material asset or material stocks
or enter into any material contract or arrangement other than in the ordinary and usual course of business;



 


		1.6	not incur or authorise any capital expenditure exceeding in aggregate $100,000;



 


		1.7	not create, or agree to create, an Encumbrance over any Asset or the Business or redeem, nor agree
to redeem, any existing Encumbrance over the Business or any Asset;



 


		1.8	not do, or allow to be done, any act or thing which may adversely affect the Goodwill or the relationship
of the Business with its customers, suppliers, business contacts or Employees;



 


		1.9	continue each policy of insurance and not do or omit to do anything which would or might make a
policy void or voidable or might result in an increase in the premium payable under a policy or prejudice the ability to effect
equivalent insurance in the future;



 


		1.10	in relation to the Property:-



 


		1.10.1	comply with its obligations under any lease or licence of the Property;



 


		1.10.2	save as expressly provided for in Schedule 9 not apply for a Licence or implement a Licence
already obtained but not implemented;



 


		1.10.3	not change its existing use;



 


		1.10.4	not terminate, or give a notice to terminate, a lease, tenancy or licence;



 


		1.10.5	not apply for consent to do something requiring consent under a lease, tenancy or licence;



 




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		1.10.6	not grant or refuse an application by a tenant, licensee or occupier to do something requiring
its consent under a lease, tenancy or licence;



 


		1.10.7	not agree a new rent or fee payable under a lease, tenancy or licence save for any outstanding
rent review; and



 


		1.10.8	save for the licences sought under paragraph 3.4 of Part 1 of Schedule 9 of this Agreement,
not grant any new lease, licence or right of occupation in respect of the Property to any third party;



 


		1.11	not enter into a material agreement or contract which is long-term, onerous or an agreement entered
into other than in the ordinary and usual course of business;



 


		1.12	not amend or terminate a material agreement or contract to which it is a party;



 


		1.13	not amend the terms of employment of any Employee or provide or agree to provide a gratuitous payment
or benefit to any Employee (or any of their dependants) or offer to engage any new employee or consultant at an annual salary or
fee (on the basis of full time engagement) in excess of $60,000 or dismiss any Employee other than in the ordinary and usual
course of business;



 


		1.14	not amend, or agree to amend, the terms of its borrowing or indebtedness in the nature of borrowing;



 


		1.15	not give, or agree to give, a guarantee, indemnity or other agreement to secure, or incur or agree
to incur financial or other obligations other than in the ordinary and usual course of business;



 


		1.16	not commence or threaten to commence any legal or arbitration proceedings;



 


		1.17	not compromise, settle, release, discharge or compound legal or arbitration proceedings or a liability,
claim, action, demand or dispute, or waive a right in relation to legal or arbitration proceedings;



 


		1.18	conduct its business in all material respects in accordance with all applicable legal and administrative
requirements;



 


		1.19	not do or omit to do anything which materially prejudices any right of the Business to any Intellectual
Property Rights; and



 


		1.20	not grant, or agree to grant, any interest in any of the Intellectual Property Rights to anyone.



 


		2.	No action will be taken by the Sellers or the Business which is inconsistent with the provisions
of this Agreement or the consummation of the transactions contemplated by this Agreement.






 






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Schedule 13


 


TO
BE DELIVERED BY SellerS AT COMPLETION


 


(Clause 7.2 (Completion))


 


		1.	At Completion the Sellers shall deliver or make available to the Buyer the following:-



 


		1.1	a copy (certified as correct by the company secretary of the Sellers) of a minute of the board
of directors of each of the Sellers approving the transaction contemplated by this Agreement and authorising the signature, execution
and completion (as appropriate), of this Agreement and any documents ancillary to it including the documents referred to in this
Schedule 13;



 


		1.2	possession of those Assets which are transferable by delivery;



 


		1.3	a duly executed release in the agreed form in respect of any Encumbrance affecting any of the Assets;



 


		1.4	duly executed assignments in a form to be agreed between the parties or otherwise to vest in the
Buyer those Assets other than the Property which are not transferable by delivery;



 


		1.5	assignments of all the Intellectual Property Rights which are capable of assignment in the agreed
form from each of the Sellers and the Guarantor to the Buyer;



 


		1.6	copies or details of the Business Contracts together with, where appropriate, consent of any relevant
third party to the assignment to the Buyer of the Business Contracts;



 


		1.7	a duly executed assignment of the Goodwill in the agreed form;



 


		1.8	the Records and Business Information;



 


		1.9	a certified copy of the special resolution of the Guarantor approving the Proposed Transaction
and changing its name to a name that does not incorporate the word "Vislink" or any word likely to be confused with
it and which has been previously submitted to and approved by the Buyer;



 


		1.10	a certified copy of the special resolution of the UK Seller changing its name to a name that does
not incorporate the word "Vislink" or any word likely to be confused with it and which has been previously submitted
to and approved by the Buyer;



 


		1.11	a certified copy of the special resolution of the US Seller approving the Proposed Transaction
and changing its name to a name that does not incorporate the word "Vislink" or any word likely to be confused with
it and which has been previously submitted to and approved by the Buyer;



 


		1.12	any Licence to Occupy to be delivered in terms of Schedule 9;



 


		1.13	any required third party consents or agreement to the transfer or assignment of Intellectual Property
Rights; and



 


		1.14	such other duly executed conveyances, transfers, assignments documents as the Buyer may reasonably
require to perfect its title to the Assets or to give effect to this Agreement to the extent available at Completion.



 




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Schedule 14


 


ESCROW
ACCOUNT


 


(Clause 5)


 


		1.	Each of the Buyer and the Seller shall use their reasonable endeavours to agree the text of the
Escrow Account Instruction Letter with the Escrow Agent and sign such letter at Completion in accordance with Clause 7.3.



 


		2.	The Buyer shall for a period of twelve (12) months commencing on the day after Completion (the
"Escrow Period") be entitled to deduct in accordance with the provisions of this Schedule from the Escrow Amount
the amount of any claim in respect of a breach of the Warranties (a "Claim").



 


		3.	In settling a Claim the Buyer shall give the Sellers notice of the Claim stating the nature of
the Claim, the amount claimed and a reasonable estimate of the Buyer's costs in connection with enforcing the Claim (together an
"Amount Claimed").



 


		4.	Within 14 days starting on the day after receipt of notice of the Claim the Sellers or the Sellers’
Solicitors shall give the Buyer notice stating:-



 


		5.	whether or not the relevant Seller accepts liability for the Claim; and



 


		6.	whether or not the relevant Seller accepts the Amount Claimed and if it does not accept the Amount
Claimed, that part of the Amount Claimed that it does accept (if any).



 


		7.	If the Sellers or the Sellers’ Solicitors fail to give notice in accordance with paragraph 3,
the Amount Claimed (together with any interest accrued in respect thereof) shall be paid to the Buyer out of the Escrow Amount.



 


		8.	If the Sellers accept liability in respect of a Claim but accepts only part of the Amount Claimed,
that part of the Amount Claimed that is accepted (together with any interest accrued in respect thereof) shall be paid to the Buyer
out of the Escrow Amount.



 


		9.	If the Sellers accept the Amount Claimed or there is a determination of the amount payable in respect
of the Claim by a court of competent jurisdiction, the amount so accepted or determined (less any money previously paid under paragraph
1.6 in respect of such Claim but together with any interest accrued in respect thereof) shall be paid to the Buyer.



 


		10.	To the extent that a payment to the Buyer out of the Escrow Amount in respect of a Claim is less
than the Amount Claimed, it shall be a payment on account of the amount agreed or determined to be payable in respect of that Claim.



 


		11.	The amount of the Escrow Amount shall in no way be regarded as imposing a limit on the amount of
a Claim by the Buyer and interest accruing on the Escrow Amount from time to time shall be added to the Escrow Amount and shall
be distributed in accordance with the provisions of this Agreement.



 


		12.	The Buyer and the Sellers shall ensure that all rights to the Escrow Amount remain free from any
Encumbrance except as set out in this Schedule.



 


		13.	If the Sellers or the Buyer is entitled to the Escrow Amount (or part thereof) the Buyer and the
Sellers shall within 7 days commencing on the day the entitlement arises jointly instruct the Buyer's Lawyers and the Sellers'
Solicitors in accordance with the Escrow Account Instruction Letter to release the money to the Seller or Buyer, as appropriate.



 




    	 	102	 



     


    

 


		14.	Upon the expiration of the Escrow Period and thereafter the amount then standing to the credit
of the Escrow Account (less any amounts due to be paid but not yet paid to the Buyer) shall be paid to the Sellers.



 


		15.	The Buyer's Lawyers and the Sellers’ Solicitors shall be entitled to withdraw from the Escrow
Account amounts equal to any tax on the interest earned on the monies in the Escrow Account for which they are or may become liable.



 


		16.	Any costs incurred in respect of the establishment and maintenance of the Escrow Account shall
be debited to the Escrow Account.



 




    	 	103	 



     


    

 


Schedule 15


 


ASSUMED
LIABILITIES


 


US SELLER


 


	Vislink Inc USD	 	Seller	 	Buyer
	 	 	 	 	 
	Vislink Inc Accounts payable	 	X	 	X
	 	 	 	 	 
	Accrued Salaries	 	X	 	 
	 	 	 	 	 
	Accrued Bonus	 	X	 	 
	 	 	 	 	 
	Accrued Pension	 	X	 	 
	 	 	 	 	 
	Accrued Fringe Benefits	 	X	 	 
	 	 	 	 	 
	Accrued Vacation	 	 	 	X
	 	 	 	 	 
	Accrued Commissions Third Party	 	X	 	X
	 	 	 	 	 
	Accrued Share Schemes	 	X	 	 
	 	 	 	 	 
	Accrued Other Personnel	 	X	 	 
	 	 	 	 	 
	Accrued Rent & Rates 	 	X	 	X
	 	 	 	 	 
	Accrued Audit Fees	 	X	 	 
	 	 	 	 	 
	Accrued Other	 	X	 	 
	 	 	 	 	 
	Sundry Creditors	 	X	 	 
	 	 	 	 	 
	Employee Wages	 	X	 	 
	 	 	 	 	 
	Sales Taxes	 	X	 	 
	 	 	 	 	 
	Sales Tax - California	 	X	 	 
	 	 	 	 	 
	Sales Tax - Colorado	 	X	 	 
	 	 	 	 	 
	Sales Tax - Florida	 	X	 	 
	 	 	 	 	 
	Sales Tax Settlement	 	X	 	 
	 	 	 	 	 
	Sales Tax - Nevada	 	X	 	 
	 	 	 	 	 
	Sales Tax - Texas	 	X	 	 
	 	 	 	 	 
	GRNI - Non Stock Items	 	X	 	 
	 	 	 	 	 
	GRNI - Stock items	 	X	 	X
	 	 	 	 	 
	Other debtors credit balance	 	X	 	X


 




    	 	104	 



     


    

 


UK SELLER


 


	Vislink Int (GBP)	 	Seller	 	Buyer
	 	 	 	 	 
	Vislink Int Accounts payable	 	X	 	X
	 	 	 	 	 
	Accrued Bonus	 	X	 	 
	 	 	 	 	 
	Accrued Social Insurance	 	X	 	 
	 	 	 	 	 
	Accrued Pension	 	X	 	 
	 	 	 	 	 
	Accrued Vacation	 	X	 	 
	 	 	 	 	 
	Accrued Commissions Third Party	 	X	 	X
	 	 	 	 	 
	Accrued Phone & Internet	 	X	 	X
	 	 	 	 	 
	Accrued Rent & Rates	 	X	 	X
	 	 	 	 	 
	Accrued Utilities	 	X	 	X
	 	 	 	 	 
	Accrued Audit Fees	 	X	 	 
	 	 	 	 	 
	Accrued Other	 	X	 	 
	 	 	 	 	 
	Employee Deferrals 401K (Pension)	 	X	 	 
	 	 	 	 	 
	VAT Outputs	 	X	 	 
	 	 	 	 	 
	Sales Taxes	 	X	 	 
	 	 	 	 	 
	Sales Tax Received	 	X	 	 
	 	 	 	 	 
	Sales Tax Settlement	 	X	 	 
	 	 	 	 	 
	Wage Tax (PAYE)	 	X	 	 
	 	 	 	 	 
	National Insurance	 	X	 	 
	 	 	 	 	 
	GRNI - Non Stock Items	 	X	 	 
	 	 	 	 	 
	GRNI - Stock items	 	X	 	X


 


Note: although the rent and rates accruals
have been included above for presentational purposes, clause 21 in the BPA will take precedence.


 




    	 	105	 



     


    

 


	SIGNED	 
	by a duly authorised officer	 
	for and on behalf of	 
	VISLINK PLC	/s/ John Hawkins
	in the presence of:-	 
	 	 
	Signature of Witness:  /s/ Susan McCarville
	 	 
	Name of Witness: Susan McCarville	 
	 	 
	Address: 	Marlborough House	 
	 	Charnham Lane	 
	 	Hungerford RG17 0EY	 
	 	 
	Occupation: Legal Counsel	 
	 	 
	SIGNED	 
	by a duly authorised officer	 
	for and on behalf of	 
	VISLINK INTERNATIONAL LIMITED	/s/ James Walton
	in the presence of:-	 
	 	 
	Signature of Witness: /s/ Susan McCarville
	 	 
	Name of Witness: Susan McCarville	 
	 	 
	Address:	Marlborough House	 
	 	Charnham Lane	 
	 	Hungerford RG17 0EY	 
	 	 
	Occupation: Legal Counsel	 
	 	 
	SIGNED	 
	by a duly authorised officer	 
	for and on behalf of	 
	VISLINK INC.	/s/ James Walton
	in the presence of:-	 
	 	 
	Signature of Witness: /s/ Susan McCarville
	 	 
	Name of Witness: Susan McCarville	 
	 	 
	Address:	Marlborough House	 
	 	Charnham Lane	 
	 	Hungerford RG17 0EY	 
	 	 
	Occupation: Legal Counsel	 



 






    	 	106	 



     


    

 


	SIGNED	 
	by a duly authorised officer	 
	for and on behalf of	 
	XG TECHNOLOGY, INC.	/s/ George F. Schmitt
	in the presence of:-	 
	 	 
	Signature of Witness:  /s/ Belinda Marino	 
	 	 
	Name of Witness: Belinda Marino	 
	 	 
	Address:	240 S. Pineapple Avenue, Suite 701
	 	Sarasota, Florida 34236	 
	 	 
	Occupation: Secretary of the Board	 


 




    	 	107